BOARD OF DIRECTORS’...

MALAYSIA AIRPORTS HOLDINGS BERHAD

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BOARD OF DIRECTORS’ PROFILE

TAN SRI DATUK ZAINUN ALI

Chairman Non-Independent Non-Executive

Malaysian

Female

Aged 67

In recognition of her outstanding public service, YBhg Tan Sri Datuk Zainun Ali was awarded the Kesatria Mangku Negara (KMN) in 1991, Setia Mahkota Johor (SMJ) in 2001, Panglima Jasa Negara (PJN) in 2002 and Panglima Setia Mahkota (PSM) in 2015.

In addition, she has been a member of the Board of Advisory of the University of Malaya’s Faculty of Law, Board of Studies at Ahmad Ibrahim Kuliyyah of Law, International Islamic University and Judicial & Legal Services Association (JALSOA).

She currently sits on the Board of Permodalan Nasional Berhad as a Director.

YBhg Tan Sri Datuk Zainun Ali graduated with a Bachelor of Laws degree (LLB) from the University of Malaya and thereafter, obtained her Masters of Law from the University of Cambridge, United Kingdom.

YBhg Tan Sri Datuk Zainun Ali is now a member of the Advisory Board of the United Nations Global Judiciary Integrity Network. She is among ten (10) members from the judicial fraternity worldwide appointed to the network based on their active engagement in advancing judicial integrity.

YBhg Tan Sri Datuk Zainun Ali was appointed as a Non-Independent Non-Executive Chairman of Malaysia Airports on 18 January 2019.

She has held various positions in the Legal and Judicial Service throughout her career since 1976. Before her elevation to the Bench, she was appointed the Registrar of Companies in October 1990 and the Chief Registrar of the Federal Court of Malaysia in November 1994. She was then appointed as the Judicial Commissioner of the High Court of Malaya, Kuala Lumpur in August 1996 and was elevated to the Court of Appeal Bench in July 2007. On 4 April 2012, she was appointed to the Federal Court Bench, where as a judge in the apex court, she contributed immensely to Malaysian Jurisprudence in several landmark judgments.

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DATUKSITI ZAUYAH MD DESA

Non-Independent Non-Executive Director

Malaysian

Female

Aged 60

the Asian Development Bank, Manila as Directors Advisor until August 2006. Upon her return, she continued her service with MOF and was appointed Deputy Secretary (Economy), Investment, MOF (Inc.) & Privatisation Division in April 2008. She was promoted as Under Secretary, Loan Management Division in November 2012 and later assumed the position of Under Secretary, Government Investment Company Division on 13 January 2014. On 12 December 2014, she was promoted as the Director of National Budget Office and on 2 February 2016, was further promoted to her current position as Deputy Secretary General (Policy), Ministry of Finance.

Datuk Siti Zauyah holds a Bachelor of Science (Honours) in Quantity Surveying from University of Reading, United Kingdom, a Diploma in Administration from the National Institute of Public Administration (INTAN) and a Master in Business Administration (International Banking) from University of Manchester, United Kingdom.

Datuk Siti Zauyah is currently the Deputy Secretary General (Policy) at the Ministry of Finance, Malaysia. She sits on the boards of various government and non-government related organisations such as Johor Corporation, Majlis Amanah Rakyat (MARA), Bank Kerjasama Rakyat Malaysia Berhad, Employees Provident Fund, National Trust Fund, Pengurusan Aset Air Berhad, Bintulu Port Holdings Berhad and Petroliam Nasional Berhad (PETRONAS).

Datuk Siti Zauyah started her career as a Quantity Surveyor with the Public Works Department in 1982, and later moved on to hold several other positions with a higher learning institution and several private sectors before pursuing her Diploma in Public Administration from the National Institute of Public Administration (INTAN). Upon graduation, she joined the Ministry of Finance Malaysia (MOF) and served in the Contract Management Division as Assistant Secretary from 1989 to 1993 before pursuing her Master in Business Administration (International Banking) at University of Manchester, United Kingdom.

She continued to serve as Assistant Secretary with the Tax Division and Finance Division at MOF before being promoted as Principal Assistant Secretary in 2001. In 2003, she was seconded to

Datuk Siti Zauyah Md Desa was appointed to the Board of Malaysia Airports as a Non-Independent Non-Executive Director on 17 October 2018. She is a member of Board Finance & Investment Committee, Board Procurement Committee and Board Risk Management Committee of Malaysia Airports.


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Markets Partnership, the Principal Adviser to AIG Infrastructure Fund II. She is currently a Director of Investments at Khazanah Nasional Berhad. Shu Hsien sits on the Board of Directors of UEM Group Berhad, PLUS Malaysia Berhad and Projek Lebuhraya Usahasama Berhad.

She holds a Degree in Economics from Cambridge University and a Masters in Economics from the London School of Economics and Political Science. She is also a Chartered Financial Analyst.

Wong Shu Hsien was appointed to the Board of Malaysia Airports as a Non-Independent Non-Executive Director on 7 March 2019. She is a member of Board Audit Committee, Board Nomination & Remuneration Committee and Board Finance & Investment Committee of Malaysia Airports.

Shu Hsien joined Khazanah Nasional Berhad in February 2005 from BinaFikir Sdn Bhd. Previously, she worked in a private equity firm called Emerging


WONG SHU HSIEN


Malaysian

Female

Aged 46

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HAJAH JAMILAH DATO’ HASHIM


Malaysian

Female

Aged 61

She possesses an excellent track record of successfully implementing best business practices aimed at continuously improving efficiency, reducing operating costs whilst increasing productivity and leveraging expertise in global best practice and innovation. During her tenure at Goodyear Asia Pacific, she successfully led the design and implementation of Lean Six Sigma in the 11 Goodyear companies in addition to training and developing 20 Lean Six Sigma Specialists throughout the region.

She joined Khazanah in 2006 from Goodyear Asia Pacific before leaving to serve at Boustead Heavy Industries Corporation Berhad as a Director of the Strategic Management and Transformation Division in 2009. She then rejoined Khazanah in 2011. In Khazanah, she was key in establishing Khazanah Local and Foreign Offices, Business Continuity Infra and Corporate Development Unit to support start-ups and KLCs. She is also instrumental in raising the operation standard of Khazanah’s support services (e.g. Operational Excellence, Corporate Development, ICT, Administration, Procurement, and Safety & Security) to world-class standards.

Hajah Jamilah graduated with a Bachelor of Science (Chemistry) from the California State University, USA and Masters in Science (Physical Chemistry) from University of Denver, USA. She also attended the Executive Education at Penn State University, USA, MINDA, Razak School of Government, London Business School and IMD (Lausanne, Switzerland).

She is currently also a Director of Cement Industries of Malaysia Berhad.

of Malaysia Airports (Sepang) Sdn Bhd and Malaysia Airports Sdn Bhd. She is also the Board representative leading the Lean Six Sigma initiative.

Hajah Jamilah has over 33 years of experience in Operations and Strategic Management. She began her career as a researcher in the Solar Energy Research Institute, USA. She joined Goodyear Malaysia (in 1985), one of the world’s top tyre manufacturing company and served for 21 years in various capacities including as a Chief Chemist, Manufacturing Director, and Regional Business Process Improvement Director for Asia Pacific. She served as a Board member of Goodyear Malaysia Berhad from 2003 to 2005 along with playing an active role as the President of Women-in-Leadership in Asia Pacific movement.

Hajah Jamilah Dato’ Hashim was appointed to the Board of Malaysia Airports as a Non-Independent Non-Executive Director on 1 June 2017. She is currently the Chairman of Board Risk Management Committee and a member of Board Procurement Committee of Malaysia Airports. She is also the Chairman of MAB Agriculture - Horticulture Sdn Bhd and a Board member


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DATUK SERIYAM KONG CHOY

Senior Independent Non-Executive Director

Malaysian

Male

Aged 66

Yam is a Fellow of the Royal Institution of Chartered Surveyors and also qualified as a Fellow of the Chartered Institute of Building after his graduation in Building and Management Studies from University of Westminster, London. Upon his return to Malaysia, he had served in various large companies, such as Landmarks Berhad, Peremba Malaysia, Country Heights Holdings Berhad and Sunrise Berhad and was actively involved in the development of hotels, resorts, shopping malls, golf courses, international schools, residential and mixed developments in Malaysia, Australia, United Kingdom, Mauritius and South Africa.

Datuk Seri Yam is currently appointed as a Senior Independent Non-Executive Director of Paramount Corporation Berhad and also an Independent Director of Standard Chartered Saadiq Berhad and Cahya Mata Sarawak Berhad. He also serves as a member of the Board of Trustees of Standard Chartered Foundation and is the most recent Past President and Patron of the Real Estate and Housing Developers’ Association of Malaysia. He is the incumbent Chairman of InvestKL Corporation and an Independent Non-Executive Director of Kwasa Land Sdn Bhd, a wholly-owned subsidiary of the Employees Provident Fund (EPF). Datuk Seri Yam had also established a private equity, corporate advisory and project management consultancy known as Impetus Alliance Advisors Sdn Bhd to provide advisory services to various companies in the region.

Committee of Malaysia Airports. He is also the Chairman of Malaysia Airports (Niaga) Sdn Bhd and K.L. Airport Hotel Sdn Bhd and a Board member of KLIA Aeropolis Sdn Bhd.

Datuk Seri Yam had an illustrious career spanning more than 35 years in the construction, real estate and corporate sectors with the last 12 years until 2008, helming two different award winning public listed property companies as their Chief Executive Officer (CEO) and Managing Director. Datuk Seri Yam was voted the “CEO of the Year 2002” for Malaysia by American Express Corporate Services and Business Times.

Trained as a building engineer in the United Kingdom with various companies and the British Civil Service, Datuk Seri

Datuk Seri Yam Kong Choy was appointed to the Board of Malaysia Airports as an Independent Non-Executive Director on 1 December 2013 and was subsequently appointed as Senior Independent Non-Executive Director on 2 November 2016. He is the Chairman of Board Finance & Investment Committee and a member of the Board Nomination & Remuneration

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DATUK ZALEKHA HASSAN

Independent Non-Executive Director

Malaysian

Female

Aged 66

Welfare and Ministry of National Unity and Social Development.

She later joined the Ministry of Finance (MOF) in 1997 as Senior Assistant Director of the Budget Division and continued to serve in various capacities including with the Government Procurement Division until her retirement in May 2011 as MOF’s Deputy Secretary-General (Operations).

She was also the Government Procurement Advisor, MOF, from June 2011 until June 2013.

She graduated with a Bachelor of Arts (Honours) from University of Malaya. In 2006, she attended the Advance Management Programme at Harvard Business School, Harvard University, USA. Between 1997 and 2001, she also attended several leadership and management programs in South Africa, Japan and Korea.

She is presently an Independent Non-Executive Director of Telekom Malaysia Berhad and Chairman of Menara Kuala Lumpur Sdn Bhd.

Datuk Zalekha Hassan was appointed to the Board of Malaysia Airports as an Independent Non-Executive Director on 1 January 2014. She is the Chairman of the Board Procurement Committee, and a member of Board Nomination & Remuneration Committee and Board Risk Management Committee of Malaysia Airports. She is also the Chairman of Malaysia Airports Consultancy Services Sdn Bhd and Malaysia Airports (Sepang) Sdn Bhd.

She began her career in the Malaysian civil service in 1977, as an Assistant Director in the Training and Career Development Division of the Public Service Department. She continued to serve the Malaysian Government in several ministries including the Ministry of Health, Ministry of Social


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ROSLIABDULLAH


Malaysian

Male

Aged 66

Pension Department and Secretary to the Teachers Provident Fund from 1989 to 1991.

He was appointed as Bursar of Universiti Putra Malaysia from 1991 to 1993 and Director of Corporate Services at the Accountant General’s Department from 1993 to 1994. He was the Financial Controller/ General Manager of Finance at Kuala Lumpur International Airport Berhad from 1994 to 1996 before joining Putrajaya Holdings Sdn Bhd from 1996 to 2008 as Senior General Manager.

He obtained a Bachelor in Economics (Honours) and a Post-Graduate Diploma in Accounting from University of Malaya. He also holds a Master in Business Administration from Universiti Kebangsaan Malaysia.

He is a Chartered Accountant, member of the Malaysian Institute of Accountants (MIA) and had formerly served as a Council Member, Chief Executive Officer and as Registrar of MIA.

He currently sits on the Boards of Dagang NeXchange Berhad and Capitaland Malaysia Mall REIT Management Sdn Bhd.

Previously, he was a Board member and Chairman of the Audit Committee of Bank Pembangunan Malaysia Bhd and Keretapi Tanah Melayu Bhd. He was also the Chairman of i-VCAP Management Sdn Bhd.

and a Board member of Malaysia Airports Consultancy Services Sdn Bhd, Istanbul Sabiha Gokcen International Airport Investment Development and Operation Inc. and LGM Airport Operation Trade and Tourism Inc. He is the Chairman of Audit and Risk Committee of Istanbul Sabiha Gokcen International Airport Investment Development and Operation Inc and LGM Airport Operation Trade and Tourism Inc.

He has held various positions in the public and private sectors such as the Accountant General’s office at the State and Federal treasury departments, Ministry of Finance; Chief Accountant in the Ministry of Works and Ministry of Education. He was attached to the Public Services Department and was Chief Accountant at the Government’s

Rosli Abdullah was appointed to the Board of Malaysia Airports as an Independent Non-Executive Director on 1 January 2014. He chairs the Board Audit Committee and is a member of Board Procurement Committee and Board Risk Management Committee of Malaysia Airports. He is also the Chairman of KLIA Aeropolis Sdn Bhd

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DATO’ IR MOHAMAD HUSIN


Malaysian

Male

Aged 65

During his career in the Government service, he was involved in the construction of development projects, and maintenance of government facilities, mainly involving roads, buildings, ports and airports.

He was also active in the road engineering and civil engineering fraternities and served in various capacities in organisations and societies such as Road Engineering Associations, Intelligent Transportation System and Institute of Engineers.

Dato’ Ir Mohamad holds a Bachelor of Science (Honours) in Civil Engineering from University of Southampton, UK and a Master of Science in Civil Engineering from University of Pittsburgh, USA.

Currently, he also sits on the Boards of Johawaki Holdings Sdn Bhd, Bridgex Sdn Bhd and companies related to these groups.

Dato’ Ir Mohamad Husin was appointed as an Independent Non-Executive Director of Malaysia Airports on 15 August 2016. He is a member of Board Procurement Committee, Board Audit Committee and Board Finance & Investment Committee of MAHB. He is also the Chairman of Urusan Teknologi Wawasan Sdn Bhd and Malaysia Airports Sdn Bhd.

After graduation, he started his career as a Water Engineer in Public Works Department (JKR), Ministry of Works. He had served JKR for 35 years in various capacities including as a District Engineer, Assistant Director, State and Branch Director, respectively. He was the Director of Roads before he was promoted to the post of Deputy Director General, which he held in 2007 until his retirement in 2013.


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DATUK AZAILIZA MOHD AHAD


Malaysian

Female

Aged 58

infrastructure projects (ranging from transportation, land development and energy production), international treaties and instruments, carrying out in-depth legal and policy research on various areas, providing legal advice on international dispute settlement, public and private international laws and constitutional and statutory interpretation. She has also been responsible in managing and executing consultancy projects to completion.

Datuk Azailiza Mohd Ahad has taken various roles as a Judicial and Legal officer with the Courts and the Attorney General’s Chambers of Malaysia where she had served as a Magistrate, Senior Assistant Registrar, legal advisor to the Economic Planning Unit, Prime Minister’s Department, as a Senior Federal Counsel with the Advisory and International Division, as the Head of the International Affairs Division, the Deputy Solicitor General I and Solicitor General of Malaysia.

Datuk Azailiza has a Bachelor of Laws from Universiti Malaya and is currently a Partner with Messrs Gani Patail Chambers (GPC).

Datuk Azailiza Mohd Ahad was appointed as an Independent Non-Executive Director of Malaysia Airports on 8 November 2016. She is the Chairman of Board Nomination & Remuneration Committee and a member of Board Audit Committee and Board Finance & Investment Committee of Malaysia Airports. She is also the Chairman of Whistleblowing Independent Committee of Malaysia Airports. She is the Chairman of Malaysia Airports International Sdn Bhd and a Board member of KLIA Aeropolis Sdn Bhd and Cainiao KLIA Aeropolis Sdn Bhd.

Datuk Azailiza Mohd Ahad has over 30 years of work experience in legal advisory work relating to domestic and international matters. She has undertaken work pertaining to preparing legal advice, the drafting and negotiation of agreements pertaining to major projects including

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RAMANATHANSATHIAMUTTY


Malaysian

Male

Aged 55

managing partner for delivery at one of the largest telecommunications companies in India.

Ramanathan subsequently completed his assignment as he returned to Singapore to be part of the ASEAN leadership team. He is a sought after speaker and was engaged to speak at the ASEAN Leadership Exchange, 9th ASLI Leadership Forum and the 16th Malaysian Banking Summit.

He has strong experience in digital transformation, operation, strategic planning, strategic acquisition and talent development. He also has a proven track record in achieving positive results by developing a strong internal team, strategic business alliances, identifying new markets and developing agile business processes as well as proven success with developing people, driving growth and market share while controlling expenses.

Ramanathan obtained a Bachelor of Engineering (Honours) Degree in Electrical & Electronic Engineering from University Kebangsaan Malaysia. He also holds a Master of Business Administration (MBA) from Universiti Putra Malaysia and Executive Management Programme from the Harvard Business School and INSEAD.

He is currently the Advisor to Chief Executive Officer at Celcom Axiata Berhad. Prior to the said position, he had served Celcom Axiata Berhad as Chief Transformation Officer from 2016.

He also sits on the Board of Prestariang Berhad and Universiti Kebangsaan Malaysia.

Ramanathan began his career as a system engineer at IBM Corporation Malaysia and was subsequently appointed as the Managing Director for IBM Malaysia in January 2010. His career at IBM spanned 24 years and he was involved in the telecommunications, utilities, media and entertainment sectors.

Throughout his tenure at IBM, he was rotated through various roles and countries where he started of managing the venture capitalist portfolio based in Japan. This then led to a move to Korea where the assignment was to be part of Korea’s senior leadership team to manage the consulting business. After a successful stint there, he was working in the US, leading a team to develop strategies on software acquisitions and finally moving to India to serve as the

Ramanathan Sathiamutty was appointed as an Independent Non-Executive Director of Malaysia Airports on 1 January 2019. He is a member of Board Risk Management Committee and Board Finance & Investment Committee of MAHB. He is also a Board member of Malaysia Airports (Sepang) Sdn Bhd and Urusan Teknologi Wawasan Sdn Bhd.


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DATO’ DR. AMIRUDDIN MUHAMED

ALTERNATE DIRECTOR TO DATUK SITI ZAUYAH MD DESA


Malaysian

Male

Aged 47

Among his tasks was to manage the corporatisation and privatisation activities of agencies under the jurisdiction of specific Ministries. He later moved to the Strategic Investment Division.

Dato’ Dr Amiruddin holds a Doctor of Philosophy in Accounting and Finance from Durham University in the United Kingdom. He has a Master of Economics (Economic Development) and Bachelor of Accounting (Hon.) from Universiti Kebangsaan Malaysia.

Dato’ Dr. Amiruddin Muhamed was appointed to the Board of MAHB as Alternate Director to Datuk Siti Zauyah Md Desa on 13 March 2019.

He is currently the Deputy Under Secretary (Strategic and General) of the Government Investment Division of the Ministry of Finance. Before he was appointed to the position in August 2018, he was appointed as the Chief Executive Officer of Majlis Agama Islam dan Adat Melayu Perak (MAIPk), a position which he had held from 2014.

Prior to that, he held several positions in the Ministry of Finance, beginning with the Accountant General Department where he was the Assistant Director. He then moved to the Investment, MKD (Inc) and Privatisation Division where he was the Senior Principal Assistant Secretary.

Additional Information of the Board of Directors:

None of the Directors has any:

1. Family relationship with any other Director and/or major shareholder of MAHB;

2. Conflict of interests with MAHB;

3. Conviction for offences, other than traffic offences, for the past five years; and

4. Public sanction or penalty imposed on Directors by any regulatory bodies during the financial year ended 31 December 2018.

Details of the Directors’ attendance at Board Meetings are set out in the Statement on Corporate Governance on page 160

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RAJA AZMI RAJA NAZUDDINGroup Chief Executive Officer

Malaysian | Male | Aged 52

Raja Azmi was appointed as Group Chief Executive Officer of Malaysia Airports on 4 January 2019. Prior to this appointment, he was the Chief Financial Officer for three years.

His previous work experiences included being the Group Chief Financial Officer, and subsequently Executive Director of UDA Holdings Berhad, Managing Director/Chief Executive Officer of Zelan Berhad, Group Finance Director of UEM Group Berhad, and Executive Director of Time Engineering Berhad. He also held positions as Chief Financial Officer of Tronoh Consolidated Malaysia Berhad and Group Financial Controller of Sapura Telecommunications Berhad.

Raja Azmi started his career in 1987 with Coopers & Lybrand Malaysia before moving on to Malaysian Tobacco Company Berhad as an Internal Auditor and Marketing Accountant. He holds a Master of Business Administration from the University of Bath, UK. He is also a member of the Malaysian Institute of Certified Public Accountants and the Malaysian Institute of Accountants.

GROUP SENIOR MANAGEMENT

RAJA AZMI RAJA NAZUDDIN

Group Chief Executive OfficerMalaysian, Male, Aged 52Date of appointment: 1 February 2016

AZLI MOHAMED

Chief Strategy OfficerMalaysian, Male, Aged 43Date of appointment: 22 May 2017

IR SURADINI ABDUL GHANI

Head Customer AdvocacyMalaysian, Female, Aged 59Date of appointment: 5 June 2017

MOHAMMAD NAZLI ABDUL AZIZ

Senior General Manager Commercial ServicesMalaysian, Male, Aged 52Date of appointment: 4 January 2016

AZMAN SHAH MOHAMED

Senior General ManagerHuman ResourcesMalaysian, Male, Aged 54Date of appointment: 1 September 2017

LEE YIANG MING

Senior General Manager Information TecnologyMalaysian, Male, Aged 49Date of appointment: 1 March 2019

MOHAMMAD SUHAIMI ABD MUBIN

Acting Senior General ManagerMA SepangMalaysian, Male, Aged 52Date of appointment: 1 January 2018

DATUK ABDULLAH KADIR BACHA

General Manager Regulatory Affairs & Stakeholder ManagementMalaysian, Male, Aged 66Date of appointment: 15 January 2016

KAMARUZZAMAN RAZALI

Acting General Manager MASBMalaysian, Male, Aged 54Date of appointment: 1 January 2018

DATO’ AZMI MURAD

Executive Director ISG & LGMMalaysian, Male, Aged 67Date of appointment: 2 September 2015

SENIOR MANAGEMENT PROFILE

KEY SENIOR MANAGEMENT


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AZLI MOHAMEDChief Strategy Officer


Azli Mohamed joined Malaysia Airports on 22 May 2017 as the Chief Strategy Officer. He is in charge of the strategic and innovative execution for the business-side of the aviation-related units and overall group-level activities with focus in driving efficiency, organic and inorganic growth, digitalisation roll-out and maximising company’s bottom line.

Having started his career in banking, Azli then focused in structured finance in a corporate-setting with strong emphasis on strategy, merger & acquisitions, business development and private equity in a cross-border and multi-industry environment. He joined Malaysia Airports from General Electric (GE), where he was the Chief Operating Officer for Malaysia operations. Prior to GE, Azli was with Mubadala Investment Company based in Abu Dhabi, UAE.

Azli has been trained at Crotonville - GE’s premier Leadership Development Center, attended Executive Financial Leadership Programme by INSEAD and holds a Bachelor’s Degree in Business Administration (Finance) from Universiti Utara Malaysia.

IR. SURADINI ABDUL GHANIHead Customer Advocacy

Malaysian | Female | Aged 59

Ir. Suradini was appointed as Head of Customer Advocacy of Malaysia Airports on 5 June 2017. Over the past 26 years, she has served in various divisions in Malaysia Airports including as the Head of Engineering at KLIA, General Manager of Malaysia Airports Consultancy Services Sdn. Bhd, Senior General Manager of Human Resource Services and Senior General Manager of Non-Aviation Business.

Her experience covers engineering design and supervision, operation and maintenance of airport facilities, airport planning, project and contract management, airport consultancy and operation and management of airports abroad. She is a member of the Malaysian Institute of Human Resource Management, the Institute of Engineers Malaysia and the Board of Engineers Malaysia. She is also a Professional Electrical Engineer.


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She holds a Bachelor of Science Degree in Electrical & Electronics Engineering from the University of Nottingham, UK, Postgraduate Diploma in Airport Engineering from Nanyang Technological University, Singapore and Masters in Business Administration from Universiti Teknologi MARA. She started her career as an Electrical Engineer with the Public Works Department in 1983 and later joined the Department of Civil Aviation Malaysia (now known as Civil Aviation Authority Malaysia, before joining Malaysia Airports).

MOHAMMAD NAZLI ABDUL AZIZSenior General Manager Commercial Services


Mohammad Nazli joined Malaysia Airports as Senior General Manager Commercial Services on 4 January 2016. He is a Chartered Building Professional who graduated from the University of New South Wales, Australia and started his career in quantity surveying and project management. He was instrumental in the initial planning, marketing and sales of the award winning 2,300-acre Bukit Jelutong mixed development project - Kumpulan Guthrie Berhad’s maiden foray into property development. Nazli was later attached to TDM Berhad, a listed vehicle of the Terengganu State Government, overseeing their business expansion into property, F&B and healthcare industries, both in Malaysia and the South East Asia region. In 2004, he was appointed as Senior General Manager of Commercial and Chief Operating Officer at KLCC Property Holdings Berhad, managing top-end commercial real estate and was in charge of the operations for various development components within the KLCC precinct.

AZMAN SHAH MOHAMEDSenior General Manager Human Resources


Azman joined Malaysia Airports on 1 September 2017 as the Senior General Manager Human Resources. He has over 17 years of experience that spans across various spectrum of Human Resources, ranging from Strategic HR, Industrial Relations to Remuneration & Performance Management.

Prior to his appointment, he has held a senior management position in Group Human Capital Management, Telekom Malaysia Berhad. In his previous role, he has led various HR transformation programmes including compensation and benefit structure, i.e. formulation of long-term incentive plan for the company.

Azman holds a Masters in Business Administration from Central Michigan University.


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LEE YIANG MING Senior General Manager Information Technology


Lee Yiang Ming joined Malaysia Airports on 1 March 2019 as the Senior General Manager Information Technology. With more than 25 years of IT experience, he has assumed various management roles across a variety of industries including telecommunication and banking. He has also built specialisation in the areas of transformation, software quality and process engineering.

Prior to this appointment, Mr. Lee Yiang Ming served as the Executive Director with UOB Singapore. Lee holds a Degree in Business Computing from the University of Winnipeg, Canada.

MOHAMMAD SUHAIMI ABDUL MUBINActing Senior General Manager MA (Sepang)


Mohammad Suhaimi graduated with a Bachelor’s Degree in Economics from University Malaya in 1989 and obtained his Post Graduate Diploma in Aviation and Airport Management from the National University of Singapore in 2007. He was accredited under the ACI-ICAO Airport Management Professional Accreditation Programme as an International Airport Professional in 2011. He started his career with the Department of Civil Aviation (now known as CAAM) at Subang International Airport since 1990 and continued to bring his aviation related expertise and experience to Malaysia Airports after its corporatisation. Suhaimi has approximately 30 years of aviation experience and has been in variety of management position managing domestic and International Airports across Malaysia.

He was appointed to his current role starting 1 January 2018, under his leadership, the team has achieved many accolades including bagging the Gold Awards in Regional Team Excellence Convention 2018. He is also currently on board as Director of Malaysia Airports (Properties) Sdn. Bhd.

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DATUK ABDULLAH KADIR BACHAGeneral Manager Regulatory Affairs & Stakeholder Management


Datuk Abdullah joined Malaysia Airports in 2016 as General Manager Regulatory Affairs & Stakeholder Management. He was appointed to his current role on 15 January 2016. An ex-Government servant, he had previously served over 33 years in key positions in the Federal Government and its agencies, including a stint as an aide in the private office of Tun Dr. Mahathir, Prime Minister from 1985 to 1990. He also has academic and private sector experience. From 1991 to 1994, he worked at Universiti Utara Malaysia and later at International Islamic University Malaysia. In 1999, he was appointed as the Chief Knowledge Officer of Multimedia Development Corporation (MDeC) and three years later was promoted to the position of Vice President.

In 2008, he joined the AlBukhary Group as IT Advisor and in the following year was appointed as Executive Director of Puncak Semangat Sdn. Bhd., a leading IT company within the same Group. During this time, he founded Altel - a 4G broadband company and was also instrumental in setting up MyTV Broadcasting Sdn. Bhd. which now provides digital TV Broadcasting services for RTM. He attained his first degree from Ealing Technical College, London, UK (Now Thames Valley University) and Masters Degree (MSc) in Information Science is from Loughborough University, UK.

KAMARUZZAMAN RAZALIActing General Manager MASB


Kamaruzzaman was appointed as the General Manager Malaysia Airports Sdn. Bhd. (MASB) on 1 January 2018. Prior to this, he held the position of Senior Manager of Operations for MASB, overlooking the operations of all airports in Malaysia except for KLIA and klia2. His previous work experience includes being the Senior Airport Manager for Kota Kinabalu International Airport and also the Airport Manager for Miri Airport, Sultan Ismail Petra Airport, Kota Bharu and Sultan Mahmud Airport, Kuala Terengganu.

Kamaruzzaman started his career with the Department of Civil Aviation (now known as CAAM) in 1984, working with the Engineering Division at the then Sultan Ismail Airport, Johor Bahru. He then moved to join the Kuala Lumpur International Airport team in 2000 as the Operations Executive.

He holds a Degree in Business Administration from University Teknologi Mara and a Diploma in Airport Management from National University of Singapore. He is also accredited with the International Airport Professional from International Civil Aviation Organisation.


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ZAINOL MOHD ISAGeneral Manager Planning Development and Compliance


Zainol graduated with an Electrical Engineering (Power) Degree from Universiti Teknologi Malaysia and obtained a Postgraduate Corporate Diploma in Airport Engineering from Universiti Teknologi MARA under the Malaysia Airports Corporate Development Programme.

He is a certified International Airport Professional and a Member of the Institute of Value Management Malaysia. He began his career with the Public Works Department and was subsequently seconded to the Department of Civil Aviation (now known as CAAM) in 1981. He later joined Malaysia Airports when it was corporatised in 1992. He has 37 years of experience in airport operations and maintenance, planning and development, and project management including for operations management of events such as MotoGP and Formula 1 during their pioneering days. Prior to becoming the General Manager Planning, Development and Compliance, he has served MASB and MA (Sepang) where among notable achievements include Langkawi International Airport being named Asia Pacific’s Best Airport in its category for the years 2013 and 2014, and turning around four non-profitable airports, KLIA as World’s Best Airport in Immigration Services in 2017 and maintaining KLIA in top 10 ASQ ranking at No.7 in 2015 and 2016. He was appointed to his current role on 1 January 2018.


MOHAMED SALLAUDDIN MOHAMED SHAHGeneral Manager Airline Marketing


Mohamed Sallauddin is the General Manager Airline Marketing at Malaysia Airports. He was appointed to his current role on 1 February 2008. He graduated with a Bachelor of Science Degree in Accountancy and Computer Science from Northern Illinois University, USA in 1985. He also holds a Master in Business Administration (Strategic Management) Degree from the International Business School, Universiti Teknologi Malaysia. His association with the aviation industry began when he was recruited by Malaysia Airlines as a Management Trainee in 1986. He further enriched his aviation repertoire when he joined Malaysia’s first aircraft manufacturing company, Composite Technology Research Malaysia Sdn. Bhd. in 1997. His employment with Malaysia Airports in 2001 saw him joining the cadre that led the marketing of the international gateways managed by Malaysia Airports. This eventually led to the role of leading Malaysia Airports in organising Asia’s first World Route Development Forum in Kuala Lumpur in 2008. He is highly committed in making KLIA the preferred ASEAN hub. He currently serves as a Council Member of the Institute of Marketing Malaysia and is also the Executive Board Member of the Pacific Asia Travel Association (PATA). His current appointment as an Executive Committee Member of PATA Malaysia Chapter too had facilitated his role to encourage passenger traffic growth at Malaysia Airports.

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NASREIN FAZAL SULTANGeneral Manager Risk Management and Compliance


Nasrein is the General Manager Risk Management and Compliance. She was appointed to her current position on 1 January 2019. Prior to this, she was heading the Internal Audit Division since 1998. Before joining Malaysia Airports, she was the Finance Manager of a Sime Darby Group subsidiary. She also held several senior positions in the Finance division at SIRIM. She holds a Bachelor of Accounting (Hons) from Universiti Kebangsaan Malaysia. She is a Chartered Accountant registered with the Malaysian Institute of Accountants, a Chartered Member of the Institute of Internal Auditors Malaysia and has a Certification in Risk Management Assurance from the Institute of Internal Auditors Incorporated. In June 2018, she was elected as Board of Governor for The Institute of Internal Auditors Malaysia.

IR KHAIRIAH SALLEHGeneral Manager Engineering Malaysia Airports


Ir Khairiah was appointed as General Manager Engineering Malaysia Airports on 1 February 2008. She holds a Bachelor of Science Degree in Civil Engineering from Old Dominion University, USA. Ir Khairiah is a Professional Engineer with the Board of Engineers Malaysia and a Member of the Institute of Engineers Malaysia. She represents the industry for the Engineering Accreditation Council, Board of Engineers Malaysia. She promotes reliability engineering and localised total productive maintenance in efforts to ensure world-class maintenance at KLIA and other airports in the Group. She is also known for her knowledge in energy efficiency, energy management and asset management. Her diversified expertise covers almost all of professional engineering services, such as engineering study and analysis, as well as planning, design, construction, commissioning, operation, maintenance and management of engineering works and projects. She was highly involved with the operational readiness and airport transfers for klia2, in addition to her current portfolio of Engineering Operations and Maintenance of airport systems and facilities for Malaysia Airports.


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NIK ANIS NIK ZAKARIAGeneral Manager Corporate Communications


Nik Anis holds a Bachelor of Science Degree in Economics from Northern Illinois University, USA, and has a total 29 years of working experience in various capacities including managing sales and marketing, customer service and operations, and corporate communications. Nik Anis worked at Mesiniaga Berhad, a public-listed IT company prior to joining Malaysia Airports as the General Manager Corporate Communications on 1 June 2009. Her corporate communications portfolio includes marketing and brand communication, employee communication, customer satisfaction management, corporate responsibility programmes, public relations and media relations. For the last 13 years, she has developed and implemented strategies and action plans to align corporate communications with the organisation’s vision and objectives. She has been instrumental in spearheading the digital communication platforms and has established a dominant presence and branding for Malaysia Airports on the social media platforms. She is a former president of the International Association of Business Communicators Malaysia Chapter, a global association that promotes communication excellence within the industry.

NORNAJIHAH ISMAILGeneral Manager Finance Services Business Partner


With a strong foothold in Finance, Nornajihah draws on a solid foundation from her professional training in the Certified Chartered Accountancy and her excellent performance in the Executive MBA with a concentration in Airport Management. As a highly driven professional, she has vast experience across the multifaceted strategic functions of business, including financial reporting, financial operations, financial and business analytics, business process improvements, business advisory and multiple strategic initiatives at the group level. Critical leadership competencies she possesses include strong strategic focus, outcome-oriented, good business acumen and proven capability in providing realistic solutions in handling VUCA environment of today.


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She received her initial professional training at Azman Wong Salleh & Co as Senior Auditor, after which she served as Head of Group Accounts in Padiberas Nasional Berhad prior to serving Malaysia Airports since 2006. Key highlights in her career include being selected for Khazanah Talent Programme and assigned for GLC Cross Assignments at Tenaga Nasional Berhad (2008-2009); entrusted to lead the first Cross Functional Team for Spend Management Initiatives of Malaysia Airports in 2008; lead the Group Budget Challenge Committee; members of Management Procurement Committee, Internal Audit Management Committee and Risk Management Committee. Amongst key projects she led in Malaysia Airports were the establishment of the Centralised Finance Shared Services and Business Partnering Business Model, Consolidated Group Approval Limit of Authorities, Transfer Pricing Guidelines, Vendor Invoice Management, Integrated Guidelines for Project Management Process Cycle, GST Implementation and Customer Billing Portal. Najihah also plays an instrumental role in the implementation readiness of the Regulated Assets-Based Framework for Aeronautical Charges, governed by MAVCOM.

VEELAYUDAN KRISHNAN NAIRGeneral Manager Research and Planning


Veelayudan was appointed as the General Manager Research and Planning of Malaysia Airports on 3 May 2010. He holds a Bachelor of Science Degree in Agribusiness Science from Universiti Putra Malaysia. He began his career in the Malaysian civil service as Assistant Director in the Malaysian Administrative Modernisation Planning Unit at the Prime Minister’s Department in 1983. He later joined the Department of Civil Aviation (now known as CAAM) in 1986 and continued to serve Malaysia Airports upon its corporatisation in 1992. During his 30 years in the aviation industry, he has held a variety of positions such as the Assistant Director of Air Transport Operations, Head of Administration, Finance and Public Relations, as well as the Head of Terminal Operations at the Subang International Airport. In 1996, he was tasked to set up the Research and Planning division and has been heading it since. He carries out economic, statistical and strategic analysis for the company and provides business intelligence and input on matters related to traffic performance, traffic forecasts, charges and other air transport economics-related matters. Currently, he is focusing on the implementation of Big Data Analytics and digital implementation for Malaysia Airports. He sits on the Board of Malaysia Airports (Sepang) Sdn. Bhd.


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ABD MALIK MOHD YUNUSGeneral Manager Airport Fire & Rescue Service


Abd Malik holds a Diploma in Mechanical Engineering from Universiti Teknologi MARA, a Master of Science in Emergency Response and Planning from Universiti Putra Malaysia, and a Graduate Diploma in Airport Management from the National University of Singapore under the Malaysia Airports-Airport Management Development Programme (AMDP). He has vast experience in Airport Fire and Rescue Service (AFRS) since his first appointment in the Department of Civil Aviation (now known as CAAM). He was given the task to head AFRS in Penang International Airport and KL International Airport (KLIA) and was directly involved in the establishment of AFRS during the construction of KLIA. He is a certified Green Book safety officer from the Department of Occupational Safety and Health, and was involved in achieving OHSAS certification for MA (Sepang) Sdn. Bhd. during his tenure as a Safety Officer. Abd Malik was seconded to Ibrahim Nasir International Airport, Maldives as the General Manager, Airport Rescue and Fire Fighting before being appointed to his current position. He was appointed as the General Manager Airport Fire & Rescue Service on 7 May 2012.

RANDHILL SINGHGeneral Manager Land Development


Randhill joined Malaysia Airports in January 2008 and has since undertaken various roles and responsibilities across Transformation Management, Malaysia International Aerospace Centre and Group Corporate Planning.

Randhill has been instrumental in crafting the Runway to Success 2020 (RtS2020), a transformative 5-year business direction centred on enhancing the core airport business and customer experience, as well as driving the Group’s expansion and diversification into airport city development and international airport investments. He currently leads the Land Development division, overseeing KLIA Aeropolis’ development and real estate development across airports in Malaysia.

He has been responsible for the execution of Malaysia Airports’ cross-border joint ventures related to real estate/ non-airport development within Malaysia, namely Mitsui Fudosan’s 1st foray into ASEAN to develop Kuala Lumpur 1st premium outlet and most recently, Cainiao Network’s 1st Electronic World Trade Platform (eWTP) Hub outside China & Regional E-Commerce hub at KLIA Aeropolis DFTZ Park, and most recently the development of the Subang Aerotech

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Park which provides built to suit, modern industrial facilities for aerospace players.

He was appointed as the General Manager Land Development on 10 July 2017. Randhill is a certified International Airport Professional (IAP) and a Master of Business Administration (MBA) holder with a Degree in Civil Engineering from University Malaya.

ZULHIKAM AHMADGeneral Manager Malaysia Airports (Niaga) Sdn. Bhd.


Zulhikam graduated with a Bachelor Degree (Hons) in Accountancy from Nanyang Technological University, Singapore in 1996. Although a certified public accountant, he found his passion in retail. With more than 12 years’ experience in a leading oil and gas company, Zulhikam started as a graduate trainee and was subsequently groomed to take on various roles within the organisation. His previous portfolio included Finance, Retail Operations, Health, Safety, Security and Environment (HSSE), as well as Training and Learning Development for Malaysia, Singapore and Asia Pacific. After that, he joined a leading international hypermarket chain from 2008 to 2010, where he led the turnaround of one of their outlets in Klang Valley. His last position before joining Malaysia Airports was as the General Manager of Sales and Operations for 7-Eleven stores in Malaysia where he served for five years from 2010 to 2015, and transformed their operations and business processes to where they are now. Since joining Malaysia Airports on 15 January 2015, he has successfully turned around the business in 2016 and 2017, leading MA (Niaga) on track to record a double-digit sales growth with the highest monthly sales recorded in the month of December 2017.


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RADIN ASRUL ADZA RADIN SOENARNO General Manager Information Technology


Radin Asrul Adza graduated with a Bachelor of Science Degree in Electrical Engineering from University of Texas in 1990 and a Masters in Engineering Management from George Washington University in 1992. He is a certified ITIL Service Manager. With more than 25 years of working experience under his belt, he has honed his leadership capabilities and ICT technical competencies through roles in leading local, regional and global ICT strategy, operations and projects for both the MNC and GLC sectors. He was appointed as General Manager of Information Technology on 10 February 2015.

ROSLI MOHD ISAGeneral Manager Aviation Security


Rosli holds a Bachelor of Science (Hons) degree from Universiti Sains Malaysia and was appointed to his current position on 1 October 2015. He was seconded from the Royal Malaysia Police (RMP) where his previous position was the Head of Special Investigation and Technical for Eastern Sabah Security Command (ESSCOM) in Lahad Datu. He started his career with RMP in 1985. With over 31 years of service, he has held various positions in administrative and operations in RMP. He was the Deputy Officer in Charge of Police District Kubang Pasu before being appointed as Deputy Officer in Charge of Criminal Investigation Intelligence & Operations Pulau Pinang. He was appointed as the Officer in Charge of Police District Hulu Perak and then, as Deputy Officer in Charge of Criminal Investigation Intelligence & Operations Johor. He was then appointed as the Officer in Charge of Police District Sandakan and not long after that, as the Deputy Officer in Charge of Criminal Investigation Intelligence & Operations Selangor. He has also served as an advisor to the Sierra Leone Police in Criminal Investigations while serving the United Nation Missions in Sierra Leone. He was part of the pioneer group when ESSCOM was established and held the post of Head of Special Investigation and Technical for two years.

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IBRAHIM CHANG BOON TECKGeneral Manager Procurement and Contract


Ibrahim was appointed as General Manager Procurement and Contract on 4 October 2016. Prior to this, he has held numerous supply chain leadership roles in top-notch companies such as Shell, F&N Coca Cola, Warner Lambert, Sapura Crest Petroleum and Perisai Petroleum. Arising from his 29 years journey and exposure in multiple industries ranging from oil and gas to fast moving consumer goods, he possesses a vast and rich body of knowledge, perspective and experience in procurement operations, contract management, cost optimisation, value engineering, project procurement and logistics. He graduated with an honours Degree in Econometrics from Universiti Kebangsaan Malaysia in 1989.

HANI EZRA HUSSINGeneral Manager Commercial Business


Hani Ezra joined Malaysia Airports in 2016. She was appointed as General Manager Commercial Business on 7 November 2016. She graduated in Chartered Institute of Marketing, UK and holds a Masters in Business Administration from the University of Dubuque, USA. She began her career in marketing in the fast moving consumer goods industry when she first joined F&N Dairies in 1997 where she was responsible for managing the company’s leading and No.1 profitable brand. She then, moved on to Danone where she was entrusted to manage the company’s most established and successful 50-year-old UK brand. She was responsible for all aspects of research and development, market research, product and packaging design as well as promotional initiatives for both above and below the line media.

Her retail career began in 2003 with Suria KLCC where she was responsible for the Marketing division, Customer Service as well as managing Retail Relations. Being the leading shopping mall at the heart of Kuala Lumpur, she and her team had to constantly reinvent and refresh marketing approaches and ideas to deliver an unparalleled shopping experience which contributed to the growth of retail sales for the mall. Her wealth of more than 20 years of experience in retail, marketing and branding will certainly be valuable in her efforts to grow Malaysia Airports as the preferred regional hub contributing to organisational profitability and performance as well as delivering a customer-centric culture that will provide memorable Total Airport Experience for all passengers, airlines and retailers.


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LEE AI VINGeneral Manager Corporate Finance, Investor Relations and Treasury


Ai Vin joined Malaysia Airports in 2015 and was appointed as General Manager Corporate Finance, Investor Relations and Treasury in June 2017. Ai Vin’s primary areas of focus are on the corporate funding, investment and corporate structuring strategies for alignment to Malaysia Airports’ overall business strategy and requirements to enhance shareholders value.

Prior to joining Malaysia Airports, Ai Vin worked in Transaction Advisory Services of Ernst & Young London. She has also worked in banking and financial advisory sectors in Malaysia and KPMG Singapore.

She has a total of 18 years’ experience in financial and corporate transaction advisory in multiple sectors across Asia and Europe, specialising in business valuation, corporate restructuring, capital market fundraising, financial due diligence, divestment, merger and acquisition.

Ai Vin holds a Bachelor of Business in Accountancy. She is also a member of the Institute of Chartered Accountants of England and Wales, the CPA Australia (Certified Practising Accountants) and the Malaysian Institute of Accountants.

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AHMAD RIZAL OMARGeneral Manager Financial Planning and Shared Services


Ahmad Rizal Omar joined Malaysia Airports on 2 January 2018 as General Manager Financial Planning and Shared Service. He is responsible to oversee and drive the organisation’s strategic financial planning, preparation of all financial management reports, budget planning and forecasting, taxation planning and compliance, financial management policy and guideline. Prior to his appointment, he was the Senior Vice President Investments at Khazanah Nasional Berhad. Ahmad Rizal has 17 years of working experience in investments evaluation and management, corporate finance and chartered accountancy experience in Asia Pacific region. He holds a Master of Finance from St Edmund’s College, University of Cambridge Judge Business School. He completed his Business Accounting degree from Royal Melbourne Institute of Technology, Australia and is a Chartered Accountant with Malaysian Institute of Accountants and The Chartered Accountants of Australia and New Zealand.

AZNI ARIFFIN General Manager Company Secretarial & Legal Services


Azni Ariffin is the General Manager Company Secretarial & Legal Services Division and the Company Secretary for Malaysia Airports and its Group of Companies. She was appointed to her current role on 15 January 2018. She holds a first-class honours LLB degree from International Islamic University Malaysia in 1993 and was called to the Malaysian Bar as an Advocate & Solicitor in 1994. She started her career as a Magistrate and Senior Assistant Registar of the High Court of Malaya and thereafter ventured into the private sector where her exposure spans across various industries including property, investment holding, manufacturing, telecommunication & IT, financial and automotive. Azni brings with her 25 years of experience involving corporate governance, corporate secretarial, commercial and corporate laws as well as consulting work relating to cross-border legal issues and agreements.

She is licensed by the Companies Commission of Malaysia and a graduate of the Malaysian Institute of Chartered Secretaries and Administrators (MAICSA).

Prior to joining Malaysia Airports, Azni was the Chief Legal Counsel & Company Secretary of Proton Holdings Berhad and its Group of Companies and Head of Group Corporate Secretarial of Malayan Banking Berhad. She had also been appointed as Head of Legal and Company Secretary of other private and public limited companies in her 25 years of working experience.

She is also the secretary for all Board Committees and Subsidiaries of Malaysia Airports.


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MEGAT ARDIAN WIRA MOHD AMINUDDINGeneral Manager Corporate Planning


Megat holds a Master’s Degree in Aviation from Embry-Riddle Aeronautical University, and a Bachelor of Business Administration Degree in Marketing from Western Michigan University.

Started his career in the airline industry with AirAsia in 2004, Megat managed the Government Relations and Special Projects portfolio. He was responsible for negotiations between governments for landing rights and commercial terms from airports,and was a crucial member in the planning and construction of the first Low Cost Carrier Terminal in Southeast Asia.

In 2007, Megat joined Malaysia Airlines Berhad (MAS) as part of its critical Transformation Management Team to facilitate MAS’ turnaround campaign, which eventually led to his appointment as the Special Officer to the Group CEO of MAS. In this capacity, Megat was responsible for assisting the GCEO with the formulation of long-term strategic plans and policies.

Subsequently in 2011, Megat left the aviation industry and joined General Electric as its Market Development Director for Malaysia and Brunei. His passion for aviation brought him back to the industry the following year, joining Flynas, a low-cost carrier based in Riyadh as its Chief Commercial Officer. It was a moment of pride for Megat when Flynas was awarded Leading Low-Cost Carrier in the Middle East for 2015 during his service with the airline. Megat also developed a Digital Strategy Roadmap for the airline which included Big Data Analysis and Social Media initiatives.

In 2016, he joined Malaysia Healthcare Travel Council (MHTC), an agency under the Ministry of Health Malaysia, as the Chief Marketing Officer to raise Malaysia Healthcare’s profile and help the country realise its potential of becoming the globally-preferred destination for world-class healthcare services.

In 2017, Megat started consulting and training for IATA (International Air Transport Association) and other airlines on commercial strategy and transformation initiatives. Megat then joined Malaysia Airports in 2018 as the General Manager Corporate Planning, focusing on the company’s strategic planning and growth as well as sustainability initiatives.

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LINDAYANI TAJUDINGeneral Manager Overseas Ventures


Lindayani Tajudin joined Malaysia Airports as the General Manager Overseas Ventures Division on 5 July 2018.

Prior to this appointment, Lindayani was the Head / Vice President, Corporate Finance & Strategy for Malakoff Corporation Berhad, Malaysia. She has extensive experience and exposure in the area of Corporate Finance. Among her accomplishments was leading one of the largest initial public offering (IPO) exercise on the local stock exchange for Malakoff Corporation Berhad.

She is also well-versed with mergers and acquisitions, which involves financial assessment, due diligence, fund raising and high-stake negotiations. Lindayani has a good number of years leading her functional team on various international projects in Southeast Asia, Middle East and Australia.

She graduated from London School of Economics and Political Science with Bachelor of Science (Economics) (Hons) – Accounting and Finance. She is also a Fellow in ACCA and a MIA member.

MOHD ARIF JAAFARGeneral Manager MA Sepang


Mohd Arif had been appointed as the General Manager Operations for Malaysia Airports (Sepang) Sdn Bhd on 1 August 2016. Apart from attaining a bachelor’s degree of Science in Human Resource Development from Universiti Putra Malaysia, he also holds a Graduate Diploma in Aviation and Airport Management from the National University of Singapore. His prolific journey continued as he was later accredited under the ACI-ICAO Airport Management Professional Accreditation Programme as an International Airport Professional. In 1997, he undergone an anti-terrorism assistance training programme held by the Federal Aviation Administration of USA (FAA) in Oklahoma. Arif’s career with Malaysia Airports started way back in 1994 and prior to his appointment as the General Manager of MA Sepang, he served in multitudinous divisions at Malaysia Airports as the Senior Manager of Penang International Airport and Terminal Manager of Kuala Lumpur International Airport. He also held the position of Airport Manager of Sultan Ismail Petra, Head of Security of Penang International Airport, Airport Manager of Sultan Azlan Shah Airport as well as Head of Security of Sultan Abdul Halim Airport. Ardent and confident with his ample amount of experience, he thrives to deliver the best in every aspect of his expertise.


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ROZITA ISMAILGeneral Manager Strategic Human Resources


Rozita Ismail joined Malaysia Airports as the General Manager Strategic Human Resources on 22 October 2018. She graduated from Saint Louis University, St. Louis, Missouri with Bachelor of Arts.

Prior to this appointment, Rozita was heading the HR for Nestlé Manufacturing - Shah Alam, Malaysia. During her 10-year tenure at Nestlé, Rozita took on several key positions and assignments abroad including mission and expatriation assignments to Nestlé Head Office in Vevey, Switzerland.

Before that, she has assumed various HR related roles at several organisations including Maybank and Proton. With more than 14 years on the workforce, her vast experience encompasses broad range in the field of HR and her knowledge and exposure are mainly in the area of change management, organisation design, talent and leadership development, resourcing and performance management.

NURSHUHAILA MOHD AMINGeneral Manager Urusan Teknologi Wawasan Sdn. Bhd. (UTW)


Nurshuhaila began her career with Malaysia Airports in 2008 as the Manager of Corporate Planning at UTW. She was later promoted as Senior Manager, Corporate Development in 2012 and later was assigned to lead UTW as the covering General Manager in 2015. She is a Graduate Technologists with Malaysia Board of Technologists and an active member of Malaysia Association of Facility Management. With more than 15 years of experience in the Facilities Management industry, she has been involved in various Facility Management working committee and actively providing knowledge sharing session as the industrial lecturer with Polytechnic Malaysia.

Nurshuhaila holds a Master in Business Administration from Open University of Malaysia, a Degree in Computer Studies from University of Glamorgan, Wales, UK and a Diploma in Computer Science from Universiti Teknologi Mara.

She was appointed General Manager of Urusan Teknologi Wawasan Sdn. Bhd. (UTW) on 1 November 2018.

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HAIRUZZAMAN SAGIGeneral Manager HR Business Partner


Hairuzzaman is the General Manager Human Resources Business Partner at Malaysia Airports. He was appointed to his current role on 1 January 2019. He graduated with a Master’s Degree in Human Resource Management from University Utara Malaysia (UUM). His involvement and exposure in the human resources field started in 1992 when he joined an Engineering firm under MMC. He has assumed various HR roles across different industries such as semiconductor manufacturing, oil & gas, engineering, retail and plantation. Throughout his career, he has assumed HRBP role covering South East Asia, Africa and Europe. He was a member of the Malaysian Employers Federation (MEF) IR Panel, MAPA Council, NLAC and NHRS Committee. He currently serves as a Panel Member of the Industrial Relations Court and SOCSO Appellate Board.

ANIFRUZAIDI AB. RAHIMGeneral Manager Project Management Office Malaysian


Anifruzaidi joined Malaysia Airports on 1 March 2019 as General Manager Project Management Office. Prior to this appointment, he was engaged by Landrum & Brown USA as the Senior Managing Consultant for Airport Operation Readiness program at King Abdulaziz International Airport.

He was also in Ranhill, a leading consulting firm in Malaysia, Malaysian Japanese Airport Consortium, Malaysia Airports Holdings Berhad (MAHB), Deutsche AeroConsult GmbH (DACo), Frankfurt Airport GmbH, Leading Edge Aviation Planning Professional (LEAPP), Hill International (Hill) and Landrum & Brown (L&B).

Anifruzaidi has more than 25 years of experience in construction, airport development consultancy and airport operations. He has been engaged by International Civil Aviation Organisation (ICAO) as ORAT coordinator, facilitating and coordinating efforts in the operation readiness program at Suvarnabhumi Airport, Thailand. He was also involved in major international airports projects in the fields of Project Management, ORAT program and Facility Management. He holds a Bachelor of Engineering (Hons) from University of Liverpool.


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AZHAR ARSHADGeneral Manager MAB Agriculture-Horticulture Sdn Bhd


Azhar Arshad joined Malaysia Airports in 1998. Prior to this, he held several positions in Sime Darby Plantations and was posted to estates in Peninsula Malaysia focusing on oil palm and rubber plantations.

He started his career in 1988 in Sime Darby Plantations before joining MAB Agriculture-Horticulture Sdn Bhd (MAAH) as a Manager and was later promoted as Senior Manager till 2016 and later Acting as General Manager from March 2017. He was appointed to his current position on 1 June 2018.

He holds a Master of Business Administration from University of Victoria, Australia. He is also a member of Incorporated Society of Planters (ISP).

SUNDRALINGAM KULENDRAActing General Manager Sama-Sama Hotels KLIA


Sundra Kulendra graduated with a Master’s Degree in Hotel Management from Universite de Toulouse-Le-Mirail, France and Diploma in Hotel Management from Ecole Hotelier Les Roches, Switzerland. He studied and worked professionally in Switzerland for 12 years in various hotels and resorts. Returned to Malaysia in 1996 as the pre-opening team for Sunway Hotel & Resort till 1999. Enhanced his experience with Compass Group (MAL) as the General Manager Operations till 2008 where he joined the Pan Pacific Group.

Sundra is the Acting General Manager Sama-Sama Hotels KLIA since 16 April 2018. He plays a vital role during the rebranding exercise of Sama-Sama Hotel from Pan Pacific KLIA in 2013.


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AINON MAHATActing General Manager Internal Audit


Ainon was appointed as Acting General Manager Internal Audit on 1 January 2019. She is a Certified Internal Auditor (CIA) and registered as Chartered Member of The Institute of Internal Auditors. She holds an Executive MBA with a concentration in Airport Management and received the distinguished Vice Chancellor Award upon her graduation from Universiti Teknologi Mara (UiTM). She also holds a Bachelor of Science in Business Administration majoring in Computer Business Information Systems from University of Arkansas, Fayetteville USA, a Graduate Diploma in Business Administration (Airport Management) from National University of Singapore and attended Executive Navigators Program by INSEAD, Singapore.

With substantial 22 years’ experience in the areas of Governance, Risk and Compliance, she managed and participated in audits and business assurance which cut across the company’s businesses to improve their business performance and enhance shareholders’ value.

Prior to joining Malaysia Airports in 2001, she started her career with MIMOS and subsequently Infopro Sdn Bhd as the Quality Assurance Manager.

NABILLAH ZOLIFAH ZOLKIFLIActing General Manager Commercial Operations


Nabillah was appointed as Acting General Manager Commercial Operations of Malaysia Airports on 14 January 2019. Over the past 21 years, she has served in various departments within Commercial Services in Malaysia Airports including Senior Manager of Retail Relations, Head of Contract Management in klia2, and several management positions for Commercial Project & Change, Commercial Business Development and Corporate Marketing for Sepang International Circuit Sdn Bhd, a subsidiary of Malaysia Airports then.

Her experience covers retail commercial planning, project and contract management, commercial management, operation and performance of airports across Malaysia, and liaison management with key players in the travel retail industry.

She holds a Bachelor of Business Administration (Hons.) from the International Islamic University Malaysia, Corporate Diploma in Airport Management (Commercial Services) from Universiti Teknologi MARA and participated in Malaysia Airports Navigators Programme by INSEAD Business School, Singapore.

She started her career as a Marketing Executive with Hong Leong Assurance Berhad in 1996, and later joined Arab-Malaysian Finance Berhad, before joining Commercial Services of Malaysia Airports.


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DATO’ AZMI MURADExecutive Director ISG & LGM


Dato’ Azmi started his aviation career in 1970 with the Department of Civil Aviation (now known as CAAM) as an Air Traffic Controller. From 1984 to 1998, Dato’ Azmi was the Airport Manager for several domestic and international airports in Malaysia. When KLIA opened in 1998, he was appointed as the Head of Operations for MA (Sepang) Sdn. Bhd. His 14 years of experience as an Airport Manager at various airports has provided him with substantial experience and management acumen of airport operations. He then held various senior management positions covering different portfolios, namely General Manager of Sepang International Circuit in 2000, General Manager of Corporate Communications and Air Traffic Services in 2001, and later General Manager of MA (Sepang) Sdn. Bhd. from 2004 to 2006. Dato’ Azmi was the Chairman of the Airport Council International World Facilitation and Services Standing Committee until November 2011. He was also the Chairman of Malaysia Airports Whistleblowing Independent Committee. He was appointed to his current position on 2 September 2015 and is now based in Istanbul, Turkey. In his current position, he chairs the Business Steering Committee and Management Procurement Committee of ISG and LGM. He is also a member of ISG and LGM’s Audit and Risk Committee, Nomination and Remuneration Committee and Procurement Committee. Dato’ Azmi holds 8,123 Malaysia Airports shares.

AHMAD TARMIZI MOHD HASHIMExecutive Director Malaysia Airports Consultancy Services Middle East LLC


With over 30 years of experience in the aviation industry, Ahmad Tarmizi has worked in various countries including South Korea, United State of America, Australia, Canada, Zimbabwe, South Africa, Cambodia, Mexico and the Caribbean to name a few. He started his career as an Air Traffic Controller with Department Civil of Aviation (now known as CAAM). Opted to join Malaysia Airports Berhad in 1992, Tarmizi was heavily involved in the KLIA project and was instrumental in ensuring smooth operations of the new airport that opened for commercial operations in 1998.

An expert in Operations, Readiness and Airport Transfer (ORAT), in 1998 he left KLIA to pursue international airport consulting jobs in many parts of the world namely Incheon, Istanbul, Sydney, Harare and many more which then brought him to Montreal where he worked with the International Air Transport Association

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ERSEL GÖRALChief Executive Officer ISG & LGM


Ersel Göral graduated from Istanbul University’s Business Administration School (English) in 1998. He started his career as Operations Supervisor at Celebi Ground Services in 1993 and was the Deputy General Manager at TAV Istanbul Atarturk Airport until 2005. He also served as General Manager at TAV Georgia from 2005 to 2007, followed by General Manager at TAV Tunisia until 2011. Between the year 2011 to 2015, he was the General Manager of ICF Airports, the operator of Antalya Airport. Prior to joining ISG as the Chief Executive Officer on 5 September 2017, Ersel also served as the Chief Integration Officer at Istanbul Grand Airport (IGA) in 2016.

(IATA) as its Head of Airport Development and Design. With IATA, he was involved in more airport projects in America, Europe and Asia. He then returned home and rejoined Malaysia Airports. Before being appointed as the Executive Director Malaysia Airports Consultancy Services Middle East LLC on 1 February 2016, he has held many positions which include being the Technical Director, Senior Airport Consultant and the General Manager of Malaysia Airports Consulting Services.

His current role allows him to expand his repertoire to include airport IT systems and Facility Management. Throughout his career, Tarmizi has been involved in more than 40 airport projects worldwide. He holds a Master of Business Administration (MBA) from Keele University, UK and a Postgraduate Diploma in Airport Management from the International Aviation Management Training Institute, Canada.

Additional Information of the Senior Management:None of the Management has any:

1. Any directorship of public companies and listed issuers;2. Any family relationship with any director and or/ substantial shareholder of the listed issuer;3. Any conflict of interest that he has with the listed issuer;4. The list of convictions for offences within the past 5 years other than traffic offences, if any; and5. Particulars of sanctions and penalty imposed by relevant regulatory bodies.


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During the year, the Company continued to strengthen its corporate governance practices with the appointment of independent party to undertake independent evaluation on the Board, achievement of target of 30% women representation on the Board as well as other initiatives.

The Board considers that the Company has complied to a large extent with the Malaysian Code on Corporate Governance 2017 (MCCG 2017). This

Corporate Governance Overview Statement should be read together with the Corporate Governance Report 2018 of the Company (CG Report) which is accessible online at Malaysia Airports’ website at www.malaysiaairports.com.my. The CG Report provides the details on how Malaysia Airports has applied each Practice as set out in the MCCG 2017 during the financial year ended 31 December 2018.

We are pleased to present our application and adoption of the recommendation and practices of MCCG 2017 throughout this statement. We hope that the information will assist you to understand on how the Board steers the Company, performs its oversight roles on risk management and internal controls and decisions are being made.

Tan Sri Datuk Zainun AliChairman

CORPORATE GOVERNANCE OVERVIEW STATEMENT

DEAR SHAREHOLDERS,

AS CHAIRMAN OF THE BOARD OF DIRECTORS (THE BOARD) OF MALAYSIA

AIRPORTS HOLDINGS BERHAD (THE COMPANY OR MALAYSIA AIRPORTS), IT

IS MY RESPONSIBILITY TO ENSURE THAT MALAYSIA AIRPORTS HAS SOUND

CORPORATE GOVERNANCE PRACTICES AND AN EFFECTIVE BOARD. WE

BELIEVE THAT GOOD CORPORATE GOVERNANCE IMPROVES LONG-TERM

SUCCESS AND PERFORMANCE AS WELL AS SERVES AS A COMMITMENT TO

OPEN AND TRANSPARENT COMMUNICATIONS WITH STAKEHOLDERS.

CHAIRMAN’S STATEMENT ON CORPORATE GOVERNANCE

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INTRODUCTION

Corporate Governance Framework

Malaysia Airports operates with a clear and effective governance structure. With continuous guidance by the Board, the corporate governance structure remains robust and effective across the Company. Responsibility for good governance lies with the Board, and in order to ensure the effective discharge of its functions and responsibilities, the Board has delegated its powers to the relevant Board Committees and Group Chief Executive Officer as well as the Management Executive Committee. The Board, in implementing corporate governance, ensures accountability to the Company’s shareholders and other stakeholders. Malaysia Airports’ Corporate Governance Framework is demonstrated as below:

STAKEHOLDERS

BOARD OF DIRECTORS COMPANYSECRETARY

GROUP CHIEF EXECUTIVE OFFICER/MANAGING DIRECTOR*

MANAGEMENT EXECUTIVE COMMITTEE (EXCO)

BOARD AUDIT COMMITTEE

(BAC)

INTERNAL AUDIT

DIVISION

BOARD NOMINATION AND REMUNERATION

COMMITTEE(BNRC)

BOARD PROCUREMENT

COMMITTEE(BPC)

BOARD FINANCE AND INVESTMENT

COMMITTEE(BOFIC)

BOARD RISK MANAGEMENT

COMMITTEE(BRMC)

Malaysia Airports Corporate Governance Framework is premised upon the following statutory provisions, best practices and guidelines (Corporate Governance Guidelines):

• Companies Act 2016;• Main Market Listing Requirements (Listing Requirements) of Bursa Malaysia Securities Berhad (Bursa Malaysia);• Corporate Governance Guide (3rd Edition) issued by Bursa Malaysia Securities Berhad;• Malaysian Code on Corporate Governance 2017 (MCCG 2017);• The Green Book: Enhancing Board Effectiveness by the Putrajaya Committee on Government-Linked Companies (GLC)

High Performance (Green Book); and• Corporate Disclosure Guide issued by Bursa Malaysia Securities Berhad.

* From 23 June 2018, the Company had appointed Acting Group Chief Executive Officer with the expiry of the tenure of Managing Director. The term "Group Chief Executive Officer/Managing Director" shall be referred to as "GCEO/MD" throughout the Corporate Governance Overview Statement.


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The following are the key components of Malaysia Airports Corporate Governance Framework:

The Board reviews the above Corporate Governance Framework periodically. The Board also regularly assesses and enhances its Corporate Governance Framework, practices and principles in light of development in regulatory environment, international best practices, as well as the Company’s needs.

The Corporate Governance Framework serves as a guide for the Board and Management in the performance and fulfilment of their respective obligations to Malaysia Airports and its stakeholders. The key objectives of the Corporate Governance Framework, are to ensure:

(i) The existence of a capable and qualified Board with diverse backgrounds and skills; (ii) The establishment of appropriate roles for the Board and Board Committees; (iii) A collaborative and constructive relationship between the Board and Management; and(iv) Meaningful relationship with our stakeholders.

This Corporate Governance Overview Statement makes reference to the three (3) key Corporate Governance principles as set out in the MCCG 2017, which are:

Principle ABoard Leadership and

Effectiveness

Principle BEffective Audit and Risk

Management

Principle CIntegrity in Corporate

Reporting and Meaningful Relationship with

Stakeholders

BOARD LEADERSHIP AND EFFECTIVENESS

LEADERSHIPThe Board

The Board is entrusted with the tasks of promoting the success of Malaysia Airports by steering and monitoring its affairs in a responsible and effective manner. Each member of the Board has a duty to act in good faith as well as in the best interest of Malaysia Airports and its subsidiaries (the Group). In discharging its duties and responsibilities, the Board is cognisant of the key roles it plays in charting the strategic direction of the Group and has assumed the following principal responsibilities in discharging its fiduciary and leadership functions:

CORPORATE GOVERNANCE FRAMEWORK

CORPORATE GOVERNANCE

GUIDELINE

MAHBBOARD

CHARTER

TERMS OF REFERENCE

OF BOARD COMMITTEES

CODE OF ETHICS AND

CONDUCT

GROUPLIMITS OF

AUTHORITY

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BOARD RESPONSIBILITIES

To determine the Company’s long-term direction, formulate business objectives and strategies including strategies that promote sustainability.

To ensure that it has adequate resources to meet its objectives and that it maintains an effective/sound risk management framework.

To review and implement the Company’s internal control system.

To monitor its performance and ensure that it acts ethically and meets its responsibilities to shareholders and other stakeholders.

To decide and approve matters relating to long-term strategy and objectives, capital and operating plans, major investments and disposals, funding and dividend strategy, and half-year and annual financial statements.

A schedule of broad and overarching matters are reserved for our Board to ensure that the direction and control of the Company and the Group are firmly in the Board’s hands. The Board reserved matters are incorporated in the Malaysia Airports’ Board of Directors’ Charter (Board Charter) and includes, inter alia, the following:

FORMAL SCHEDULE OF MATTERS RESERVED FOR THE BOARD �Approval of the overall strategy, vision, values, and governance framework of the Group;

�Approval of the Company’s Annual Report and Quarterly Financial Statements;

�Approval of dividend and the Company’s dividend policy;

�Approval of the Group’s annual budget and amendments to that budget in relation to the amount, borrowing and security, acquisitions and disposals of tangible/non-tangible assets and capital expenditure over a specified amount;

�Approval of the Company’s long term financial plan and the annual capital expenditure programme;

�Approval of any significant change in the accounting policies and practices;

�Approval of all circulars, resolutions and corresponding documentation sent to the stakeholders;

�Approval of changes in the capital structure of the Company with regard to issuance or allotment of shares or other securities, or its status as a public listed company;

�Appointment, re-appointment or removal of the Directors and the recommendation for their election or re-election for the consideration of the shareholders, pursuant to the Company’s Constitution;

�Appointment or removal of the GCEO/MD and Company Secretary;

�Recommendation to shareholders for the appointment, re-appointment or removal of the external auditors;

�Approval of the division of responsibilities between the Chairman and GCEO/MD; and

�Approval for the establishment of the Board Committees, their terms of reference, review of their activities and where appropriate, ratification of their decisions.


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Division of Roles between the Chairman and GCEO/MD

To ensure an effective discharge of responsibilities, there is a clear division of responsibilities between the running of the Board, and the executives responsible for the running of the day-to-day business operations of the Group. This division of responsibilities helps to ensure objectivity between the functions of the Board and Senior Management.

Consistent with Practice 1.3 in MCCG 2017, the positions of Chairman and GCEO/MD of the Company are held by different individuals. The distinct and separate roles of the Chairman, who heads the Board, and GCEO/MD, who leads the Senior Management, also ensures a balance of power and authority, which in turn ensures that no individual has unfettered decision-making power. The respective roles of the Chairman and the GCEO/MD and their division of responsibilities are tabulated below:

ROLE OF CHAIRMAN ROLE OF GCEO/MD

• Lead the Board in setting the values and standards of the Company;

• Maintain a relationship of trust with and between the Board members;

• Ensure the provision of accurate, timely and clear information to Directors;

• Ensure effective communication with shareholders and relevant stakeholders;

• Act as facilitator for meetings to ensure:• adequate notice of meetings;• adequacy of information for Board meetings;• no member dominates the discussion;• full discussion takes place;• variety of opinion among Board members is

drawn out;• outcome of discussions results in logical and

coherent policy to guide the GCEO/MD and against which the performance of the Company can be monitored; and

• consensus is obtained in the Board meeting and when necessary, to call for vote.

• Arrange regular evaluation of the performance of the Board and Board Committees;

• Facilitate effective contribution from Board members and ensure constructive relations be maintained between Board members;

• Create the conditions required for the effectiveness of the overall Board and individual Directors, both inside and outside the boardroom including the appropriate balance of power, level of accountability and independent decision making;

• Lead discussions among Board members;• Build a cohesive leadership team consisting of the

Board and Senior Management; and• Delegate responsibilities to other Directors, Board

Committees and Management.

• Lead the day-to-day management of the Group. GCEO/MD is the Chairman of the Executive Committee (EXCO). The committee meets regularly to deliberate on all matters pertaining to the running and managing of Malaysia Airports and the Group;

• Responsible for implementing policies, strategies and decisions adopted and agreed by the Board;

• Provide a structure that facilitates clear reporting to the Board with high quality information and recommendations to enable informed decisions in all aspects of the Company’s business and strategy;

• Answerable to the Board for the achievement of the agreed company’s goals within the limitations of authority granted to the GCEO/MD by the Board;

• Report to the Board at each Board meeting and advise the Board in a timely manner on:• all matters that materially affect the Company

and its performance including any potential strategic or significant development prospects;

• any underperforming business/activities of the Company and outline proposals to rectify the situation; and

• all material matters that affect or could affect shareholders and the markets in which the shareholders’ interests are located.

• Regularly review the succession plans for Senior Management with the Chairman and other Board members; and

• Represent the Company to major customers, employees, suppliers and professional associations.

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BOARD NOMINATION ANDREMUNERATION COMMITTEE (BNRC)

Re-election and Re-appointment of Directors

In determining the Directors for retirement and re-election, one-third of the Directors, or a number nearest to one-third, who have been the longest in office since their last election shall retire by rotation at each Annual General Meeting (AGM). A director who is newly appointed during the year shall retire at the AGM following his or her retirement.

The Board, via BNRC, reviews the Directors who are subject to re-election or re-appointment at the AGM by giving due regard to his or her performance and the ability to continue to contribute to the Board in terms of knowledge, skills and experience. The Board submits its recommendation to the shareholders on the re-election or re-appointment at the AGM for approval thereof.

Board Committees

In order to provide effective oversight and leadership, our Board is assisted by five Board Committees as stated below. Similar to the Board, each Board Committee is supported by the Company Secretary and has access to independent advice and counsel as required for the performance of its duties.

Key Functions

Determines criteria for Boards’ or Board Committees’ membership, structure, responsibilities and effectiveness; reviews the term of office and performance of the Board, other Board Committees and individual Director; formulates and reviews the policies and procedures on human resource with regards to recruitment, appointment, promotion and transfer of GCEO/MD and Senior Management.

Reviews, assesses and recommends to the Board, remuneration packages of the GCEO/MD and Senior Management as well as matters relating to employees of the Group, limited to Collective Agreement for Non-Executives, Terms and Conditions of Executives, quantum of bonus and annual increment for employees.

Composition

BNRC shall comprise at least three members, all of whom shall be NEDs with majority being Independent Non-Executive Directors (INED). The BNRC currently comprises a majority of INEDs.

ChairmanDatuk Azailiza Mohd AhadIndependentNon-Executive Director

Members• Wong Shu Hsien Non-Independent Non-Executive Director

• Datuk Seri Yam Kong Choy Senior Independent Non-Executive Director

• Datuk Zalekha Hassan Independent Non-Executive Director


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BOARD AUDIT COMMITTEE (BAC) BOARD FINANCE AND INVESTMENT COMMITTEE (BOFIC)

ChairmanRosli AbdullahIndependentNon-Executive Director

ChairmanDatuk Seri Yam Kong ChoySenior IndependentNon-Executive Director

Members• Datuk Siti Zauyah Md Desa Non-Independent Non-Executive Director

• Wong Shu Hsien Non-Independent Non-Executive Director

• Dato’ Ir Mohamad Husin Independent Non-Executive Director

• Datuk Azailiza Mohd Ahad Independent Non-Executive Director

• Ramanathan Sathiamutty Independent Non-Executive Director

Key Functions

Reviews and evaluates performance of External Auditors and Internal Audit Division in ensuring efficiency and effectiveness of the Company’s operations, adequacy of internal control system, compliance with established policies and procedures, transparency in decision-making process and accountability of financial and management information. Review any related party transactions during each quarter.

Composition

BAC shall comprise no fewer than four members, all of whom are NEDs with majority being INEDs. At least one member must be a member of the Malaysian Institute of Accountants, or if he or she is not, then he or she must comply with Paragraph 15.09(1)(c) of the Listing Requirements of Bursa Malaysia.

The BAC currently comprises a majority of INEDs and the Chairman of BAC is a member of the Malaysian Institute of Accountants.

Key Functions

Reviews and monitors the financial investment policy and financial investment portfolio of the Group.

Composition

BOFIC shall comprise no fewer than four members and at least one member must be an INED.

The BOFIC currently comprises a majority of INEDs.

Members• Wong Shu Hsien Non-Independent Non-Executive Director


• Datuk Azailiza Mohd Ahad Independent Non-Executive Director

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BOARD PROCUREMENT COMMITTEE (BPC) BOARD RISK MANAGEMENT COMMITTEE (BRMC)

ChairmanDatuk Zalekha HassanIndependentNon-Executive Director


• Jamilah Dato’ Hashim Non-Independent Non-Executive Director

• Rosli Abdullah Independent Non-Executive Director


ChairmanHajah Jamilah Dato’ HashimNon-Independent Non-Executive Director


• Datuk Zalekha Hassan Independent Non-Executive Director

• Rosli Abdullah Independent Non-Executive Director

• Ramanathan Sathiamutty Independent Non-Executive Director

Key Functions

Review and approve procurement award of above RM5 million up to RM200 million, reviews and approves procurement policies and procedures, oversees and ensures efficiency and effectiveness of procurement process, and supports national development objectives.

Composition

BPC shall comprise at least three members, made up of both INEDs and Non-INEDs (NINEDs).

The BPC currently comprises a majority of INEDs.

Key Functions

Formulates the overall risk management, occupational safety and health, ICAO safety management system and information security strategy of the Group and recommends for approval and/or approves (whenever applicable) any major risk decisions by the Group.

Composition

BRMC shall comprise at least four members, made up of both INEDs and NINEDs.

The BRMC currently comprises a majority of INEDs.


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The details of the Terms of Reference (TOR) of each Board Committee are available on the Malaysia Airports’s website at www.malaysiaairports.com.my. The summary of the TOR and activities carried out by the BAC are set out in the BAC Report from pages 207 to 211 of this Annual Report.

Except for BAC which reviews its TOR on an annual basis, other Board Committees review their TOR at least once in two years.

The Chairmen and members of each Board Committee shall be appointed by the Board. As a matter of good practice, during each Board meeting, the Chairmen of the respective Board Committees will report the outcome of the Board Committee meetings previously held to the Board, and the minutes of the Board Committee meetings would be tabled for the Board’s information. This would enable the Board to raise its comments or views on all deliberations and decisions of the Board Committees.

Board Nomination and Remuneration Committee (BNRC)

The current composition of BNRC consists of NEDs with the majority being INEDs. The BNRC maintains its independence and objectivity in discharging its responsibility of overseeing Directors, Senior Management and specific matters relating to Human Resource issues and employees.

The BNRC carried its duties and responsibilities in accordance with its TOR. During the year, eight (8) BNRC meetings were held and the main activities undertaken by the BNRC were, amongst others, as follows:

MAIN ACTIVITIES OF THE BNRC FOR 2018

• Reviewed and recommended the amendments to TOR of BNRC.

• Reviewed the succession plan for Senior Management.

• Reviewed and recommended Retirement and Re-election of Directors on the Board of MAHB at 19th AGM.

• Reviewed the time commitment and independence of INEDs and their tenure.

• Established the succession plan framework for Directors of MAHB Group.

• Reviewed the composition of the Board, Board Committees and subsidiaries’ Boards.

• Approved the appointment of new Senior Management.

• Reviewed and recommended Directors’ remuneration for the External Directors and NEDs on the Boards of subsidiaries of Malaysia Airports.

• Reviewed and recommended the setting of the Corporate Scorecard and Key Performance Indicators (KPIs) of the Senior Management for 2018 and 2019.

• Reviewed the findings of BPE and determined Boards’ initiatives.

• Approved the proposals to facilitate the recruitment and retention of Senior Management.

• Reviewed and evaluated the appointment of new Directors on the Board.

• Determined the criteria for the appointment of Directors and External Director(s) on the Boards of subsidiaries of Malaysia Airports.

• Reviewed and recommended the appointment of Company Secretary.

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For the year under review, the BNRC was chaired by Y.A.M. Tan Sri Dato’ Seri Syed Anwar Jamalullail who was a Non-Independent Non-Executive Director. The appointment of Y.A.M Tan Sri Dato’ Seri Syed Anwar Jamalullail as Chairman of BNRC was based on his exemplary leadership, experience and commitment to lead the Board’s succession plan. In addition, his involvement was instrumental in driving the transformation of Human Capital as the most important element to support the Company’s growth. It would be advantageous for the Chairman of the Company to lead the Committee in enabling the acceleration of the transformation of Human Capital. The Board is also of the view that the utmost important consideration in the leadership of the BNRC is the quality and valuable experience of the candidate who will chair the committee. Y.A.M. Tan Sri Dato’ Seri Syed Anwar Jamalullail had stepped down as the Chairman of BNRC on 17 January 2019 pursuant to his stepping down as the Chairman of Malaysia Airports.

The Board ensures that the composition of BNRC consists majority INEDs. The quorum for the BNRC shall be at least two members, of which one should be an Independent Director. Such composition will allow for robust discussions and constructive assessment of matters presented to BNRC.

The BNRC maintains its independence and objectivity in discharging its responsibility of overseeing Directors, Senior Management and specific matters relating to Human Resource issues and employees.

Effective from 30 January 2019, the BNRC is chaired by Y.Bhg. Datuk Azailiza Mohd Ahad.

Board and Board Committee Attendance

The Board requires its members to devote sufficient time to effectively discharge their duties as Directors and to exercise their best endeavours to attend the meetings. In 2018, all Directors attended more than 50% of the Board meetings held during the financial year and have complied with the Listing Requirements in terms of attendance.

Board meetings and Board Committee meetings for the following financial year are scheduled in advance before the end of the present financial year to enable the Directors to plan accordingly and fit the year’s meetings into their schedules. Special Board meetings may be convened to consider urgent proposals or matters that require urgent decision or deliberation by the Board.

Under normal circumstances, the Board is scheduled to meet once a month. Additional meetings may be convened as Special Board meetings, as and when necessary. In 2018, there were 19 Board meetings held, of which seven (7) were Special Board meetings.


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Notes: 1 Resigned as Non-Independent Non-Executive Chairman with effect from 17 January 2019.2 Resigned as Non-Independent Non-Executive Director with effect from 10 May 2018.3 Resigned as Non-Independent Non-Executive Director with effect from 10 May 2018.4 Appointed as Non-Independent Non-Executive Director with effect from 17 October 2018.5 Resigned as Non-Independent Non-Executive Director with effect from 31 January 2019.6 Resigned as Non-Independent Non-Executive Director with effect from 28 February 2019.7 Tenure as Managing Director ended on 22 June 2018.

Directors Number of Board Meetings attended/held (during the

Directors’ tenure)

Tan Sri Dato’ Seri Syed Zainol Anwar Jamalullail 1

Chairman/Non-Independent Non-Executive Director19 out of 19

Dato’ Sri Dr. Mohmad Isa bin Hussain 2

Non-Independent Non-Executive Director5 out of 7

Mohd Shihabuddin bin Mukhtar 3

Non-Independent Non-Executive Director(Alternate Director to Dr Mohmad Isa bin Hussain)

1 out of 1

Datuk Siti Zauyah binti Md Desa 4 Non-Independent Non-Executive Director

4 out of 4

Datuk Mohd Khairul Adib bin Abd Rahman 5


Dato’ Mohd Izani bin Ghani 6


Hajah Jamilah binti Dato’ HashimNon-Independent Non-Executive Director

18 out of 19

Datuk Seri Yam Kong Choy Senior Independent Non-Executive Director

19 out of 19

Datuk Zalekha binti HassanIndependent Non-Executive Director

19 out of 19

Rosli bin AbdullahIndependent Non-Executive Director

18 out of 19

Dato’ Ir. Mohamad bin HusinIndependent Non-Executive Director

19 out of 19

Datuk Azailiza binti Mohd AhadIndependent Non-Executive Director

19 out of 19

Datuk Mohd Badlisham bin Ghazali 7 Managing Director/Non-Independent Non-Executive Director

10 out of 10

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Attendance at the Board Committee Meetings

The attendance of members at the Board Committee meetings held during the financial year ended 31 December 2018 is as detailed below:

Director BAC BNRC BOFIC BRMC BPC

Non-Independent Non-Executive Attendance

Tan Sri Dato’ Seri Syed Anwar Jamalullail 1 8/8

Datuk Mohd Khairul Adib bin Adib Rahman 2 4/4

Dato’ Mohd Izani bin Ghani 3 11/11 8/8 8/8

Hajah Jamilah binti Dato’ Hashim 4 4/4 16/16

Senior Independent Non-Executive Attendance

Datuk Seri Yam Kong Choy 5 7/7 7/8 4/4

Independent Non-Executive Attendance

Datuk Zalekha binti Hassan 8/8 4/4 16/16

Rosli bin Abdullah 11/11 4/4 15/16

Dato’ Ir Mohamad bin Husin 6 10/10 7/7 16/16

Datuk Azailiza binti Mohd Ahad 7 11/11 7/7 7/7

Number of meetings held in financial year 2018 11 8 8 4 16

Notes:1 Resigned as Chairman of BNRC with effect from 17 January 2019.2 Appointed as Member of BRMC with effect from 26 January 2018 and resigned as Member of BRMC with effect from 31 January 2019. 3 Resigned as Chairman of BOFIC and Member of BAC and BNRC with effect from 28 February 2019.4 Appointed as Chairman of BRMC with effect from 28 February 2019. 5 Appointed as Member of BNRC and Chairman of BRMC with effect from 26 January 2018 and resigned as Member of BAC with effect

from 26 January 2018. Appointed as Chairman of BOFIC and resigned as Chairman of BRMC with effect from 28 February 2019.6 Appointed as Member of BAC with effect from 26 January 2018. 7 Appointed as Member of BNRC with effect from 26 January 2018.


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Activities of the Board During the Year

The main activities of the Board during the financial year ended 31 December 2018 include:

MAIN ACTIVITIES OF THE BOARD FOR 2018

• Reviewed and approved the cumulative full year results for the financial year ended 31 December 2017 and approved the Directors’ Report and Audited Accounts for the financial year ended 31 December 2017.

• Reviewed and approved the Quarterly Results for the financial year ended 31 December 2018 and the cumulative results for the financial year ended 2018.

• Approved the dividend payments and reviewed the solvency position of the Group.

• Reviewed and approved the Business Plan and Budget for 2019.

• Reviewed and approved the Group performance and capital expenditure.

• Reviewed and approved the Group’s strategy including airport and business expansion plan.

• Reviewed and approved the setting of the Corporate Scorecard and Key Performance Indicators (KPIs) of the Senior Management for year 2018 and 2019.

• Reviewed and approved the Malaysia Airports Annual Group Planning.

• Reviewed report on major litigation, claims and issues with substantial financial impact.

• Received updates and approved the Related Party Transactions by the Group.

• Received updates on stakeholder communications and engagement strategy.

• Received updates on whistleblowing program.

• Reviewed and validated the results of Board Performance Evaluation (BPE) for 2017 as well as the Board Improvement Plan.

• Reviewed and approved the project, investment and divestment.

EFFECTIVENESSBoard Composition

During the financial year under review, there were five (5) NINEDs and five (5) INEDs. As at 15 March 2019, the Board comprises four (4) NINEDs and six (6) INEDs. The current Board composition complies with the Company’s Constitution and exceeds the minimum one-third requirement for INEDs as set out in the Listing Requirements of Bursa Malaysia. The Board composition also complies with Practice 4.1 of MCCG 2017 that recommends board composition for Large Companies, as defined by the MCCG 2017, comprises majority independent directors. The Directors’ profiles are available in pages 126 to 136 of this Annual Report.

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The composition of the Board fairly reflects the interest of the Ministry of Finance (Incorporated), the Special Shareholder, which is adequately represented by the appointment of their nominees on the Board without compromising the interest of other shareholders, including the minority shareholders. Currently, two of the NINEDs are nominee directors from Khazanah Nasional Berhad (KNB), the major shareholder of the Company. The INEDs on the Board represent the minority shareholders’ interest and their independent voice carry significant weight in the Board’s decision-making process.

The Board regularly reviews its composition and the composition of the Board Committees to ensure appropriate balance as well as relevant skills and experience are present at all times. The Board also considers the need to rotate the membership of the Board Committees amongst the Board members in order to expose them to the different functions of the Board Committees according to their respective skills. Nevertheless, the utmost consideration when selecting members for each Board Committee is the expertise and time commitment of each Board member.

Independent Directors and its Tenure

The Board has established an independence standard to be met by the individual Directors where it considers “independence” to be a matter of individual judgment and conscience. A Director is independent only where he or she is free from any business or other relationship that might interfere with the exercise of his or her independent judgment.

In 2018, BNRC carried out a review of the Director’s independence. It concluded that each of the five (5) Independent Non-Executive Directors (INEDs) were independent at that time and had carried out their duties in an objective and professional manner. The Board was satisfied that the INEDs had represented the interest of the minority shareholders as required from them by virtue of their roles and responsibilities. The Board will continue to monitor and review whether there are relationships or circumstances that could potentially affect their independence.

The following clauses are incorporated in the Board Charter to support objective and independent deliberation, review and decision-making process of the Board:

• The Board should include an appropriate composition of NINEDs and INEDs such that no individual or group of individuals can dominate the Board’s decision-making process.

• INEDs shall provide independent judgement, experience and objectivity without being subordinated to operational considerations.

• The views of the INEDs should carry significant weight in the Board's decision-making process.

The Board undertakes that the rights of minority shareholders shall not be impaired in any manner and that the number and strength of the Independent Directors are adequate to promote the independence of the Board and to safeguard the rights of the minority shareholders.

The independence of the Directors is determined in accordance with the independence criteria in paragraph 1.01 of the Listing Requirements. In 2018, all five (5) INEDs satisfied the independence criteria.

The MCCG 2017 provides a limit of a cumulative term of nine (9) years for the tenure of an Independent Director, after which the Company may either seek the shareholders’ approval for the Director to continue on the Board as Independent Director or the Company may re-designate the said Director as Non-Independent Director. However, the Board Charter provides that the tenure of the INEDs shall not exceed a cumulative term of nine (9) years or an age of 75 years old, whichever is earlier. To date, none of the INEDs of the Company have served more than nine (9) years.


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Senior Independent Non-Executive Director

In line with corporate governance best practices, Y.Bhg. Datuk Seri Yam Kong Choy has been appointed as Senior Independent Non-Executive Director since 1 November 2016.

As the Senior Independent Non-Executive Director, Y.Bhg. Datuk Seri Yam Kong Choy serves as a point of contact for shareholders and other stakeholders to voice their concerns relating to the affairs of the Group. The creation of this position will provide a sounding board for the Chairman and will also serve as an intermediary for other Directors, when necessary. His roles as Senior Independent Non-Executive Director include the following:

• Chair Board meetings where the Chairman is absent, or has not arrive within 15 minutes or if the Chairman is required to be excused from the meeting;

• Review the notification by the Chairman on acceptance of new directorship in other companies;• Advise the Board if there is any potential conflict of interest by the Chairman;• Lead board evaluation on the Chairman;• Perform such duties as the Board may establish; and• Encourage dialogue session between Independent Directors and the Management.

Shareholders, other stakeholders and any other parties may contact Y.Bhg. Datuk Seri Yam Kong Choy in writing to address any concerns relating to the affairs of the Group at the Company’s registered address or via e-mail at [email protected].

Board Charter

The Board Charter provides guidance to the Board for the performance of its roles and responsibilities. Incorporated in the Board Charter are the roles and responsibilities of the Board, the balance and composition of the Board, the Board’s authorities, schedule of matters reserved for the Board, the establishment of the Board Committees, processes and procedures for convening Board meetings, the Board’s assessment and review of its performance, compliance with ethical standards, Board’s access to information and advice, and the requirement for declaration of interest.

In 2018, the Board Charter was reviewed and enhanced to reflect changes to the latest Companies Act 2016 and MCCG 2017. This is in line with Practice 2.1 of the MCCG 2017 which provides that the Board Charter to be periodically reviewed and published on the company’s website. The Board Charter is made available on the Company’s website at www.malaysiaairports.com.my.

Director’s Commitment

Our Board recognises that it is important for all Directors to be able to dedicate sufficient time to the Company in discharging their responsibilities. The letters of appointment for NINEDS and INEDs contain guidelines on expected time commitment required to be dedicated to the Company. Each individual Director confirms his or her understanding of such time commitment when the appointment is accepted. With regards to external appointments, the Board Charter provides that all Board members shall notify the Chairman of the Board before accepting new directorships. This shall include an indication of time that will be spent on any new appointment. In addition, the Board reviews the contributions from the Directors annually and whether they are spending sufficient time in performing their responsibilities as members of the Board of the Company. At present, in compliance with Paragraph 15.06 of the Listing Requirements, no individual Board member has more than five (5) directorships in listed issuers at any one time.

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All Board members gave their confirmation to the Company that they will devote sufficient time and attention to the Company’s cause throughout the year.

Nomination and Appointment of Directors

The nomination and appointment of Directors is a vital process as it determines the Board composition and quality of the Board’s capacity and competency. The BNRC is entrusted by the Board to review candidates for new appointment to the Board and determine the criteria for the selection of new Directors.

The BNRC, in making its recommendation, will consider the following criteria in the selection of candidates:

• Skills, knowledge, competencies, expertise and experience;• Professionalism;• Integrity;• Diversity;• Commitment, contribution and performance; and• In the case of candidates for the position of INEDs, the BNRC will also evaluate the candidate’s ability to discharge such

responsibilities or functions as expected of the INEDs.

The Board leverages on its members’ network, shareholders’ recommendation and industry database to source for potential candidates for appointment to the Board.

The process of appointment of Non-Executive Director (NED) is governed by the Appointment as Independent Non-Executive Directors Framework which provide step by step procedures from the point of nomination up to the appointment of the NEDs.

Balance, Diversity and Skills

The Board believes that a balance of experience, skill, competency, expertise, diversity and knowledge are the key elements for introducing different perspectives into the Boards’ discussions and to ensure better analysis of risks and opportunities in leading a long-term sustainable business. With such balance, our Board ensures the continuity of effective oversight and informed decision making with respect to issues affecting the Company.

The Board considers the diversity in gender, age and culture of the existing Board members in seeking potential candidate(s) for new appointments on the Board. This helps to ensure an appropriate balance between the experienced perspectives of the long-term directors and new perspectives that bring fresh insights to the Board.

Malaysia Airports has always been supportive of the MCCG 2017’s recommendation that Large Companies must have at least 30% women directors. Therefore, the Board had achieved a representation of four (4) women directors by October 2018 which makes more than 30% of the Board composition. A Board Gender Diversity Policy has also been established. It is provided that the Board will maintain at least three (3) women Directors on the Board at all times and will work towards achieving and maintaining the minimum of 30% women as members of the Board by year 2020, which shall thereafter be the minimum composition of women representation on the Board.


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The gender diversity philosophy is cascaded from the Board level to the key operational management throughout the Group. The Company will continue to take steps to promote diversity, including gender diversity, at operational management level and strive to inculcate a working environment which is free from discrimination. The policy on diversity is also implemented in recruitment and promotion processes.

Whilst having regard to gender diversity, the Board also recognises that diversity should also be considered from other facets such as cultural background, age, expertise, international and regional exposures and industry expertise.

Ensuring Quality of Information

The Chairman takes responsibility for ensuring that the Directors receive accurate, timely and clear information with regards to the Group’s financial and operational performance as well as information contained in proposal papers submitted to the Board and Board Committees. This emphasis on quality information will enable the Board to make sound decision and provide the necessary advice to the Management. In order to ensure the Board has sufficient time to read and comprehend the contents of any of the papers, all Board and Board Committee papers are issued and submitted electronically to the Board and Board Committees in advance prior to the scheduled meetings. The Company Secretary will assist the Chairman to ensure the process of disseminating the information is effective and reliable at all times.

Under the current practice, notices of Board and Board Committee meetings are issued to the Directors and Board Committee members as well as all individuals invited to attend the meetings at least 14 days from the date of the meetings. The Company endeavours to ensure that the board papers are circulated to all Directors and Board Committees at least five (5) business days in advance to ensure that Directors are provided with sufficient time to prepare for board meetings and to facilitate robust discussions. In addition, in order to provide an in-depth discussion of the respective matters within a reasonable and sufficient time, the Chairman will decide on the agenda, structure and will prioritise the respective matters accordingly based on their relevancy, importance and urgency. Confidential papers or urgent proposals are presented and tabled at the Board meetings under a special agenda. The format and structure of the Board papers contain the right amount of details and are clear and concise.

The minutes of the previous Board meeting are circulated together with the Board papers for the following meeting for the Board’s perusal before confirmation of the minutes. The summary of the minutes is also enclosed to ensure that the decisions, requests and requirements were recorded accurately and could be tracked and monitored upfront for clarity and ease of reference, as well as for the Board’s comfort that actions are being followed up. In the best interest of good governance, the Board may reject any request for late submission of papers during the proceedings of the Board meetings, unless the matter is of genuine and exceptional circumstances, with the permission of the Chairman of the Board or Board Committees, respectively.

As a permanent agenda of the Board meeting, the Directors have a duty to declare immediately to the Board should they be interested, whether directly or indirectly, on any transaction proposed to be entered into by the Company. An interested Director shall abstain from deliberations and decision making on the said transaction. In the event a corporate proposal is required to be approved by the shareholders, any interested Directors shall abstain from voting on the resolutions relating to the corporate proposals and shall further undertake to ensure that persons connected to them similarly abstain from voting on the resolutions.

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Induction and Professional Development

As required by the Listing Requirements of Bursa Malaysia, all Directors of Malaysia Airports have attended the Mandatory Accreditation Programme (MAP) for newly appointed Directors of listed issuers.

In addition, the Directors are advised on their legal obligations and other duties as directors of a listed company upon their appointment. The newly appointed Directors will receive a comprehensive induction briefing designed to provide a general understanding of the Group’s businesses and operations, including the major risks faced within the environment of the Company’s business as well as an overview of the additional responsibilities of NEDs.

Through the course of their directorship, the Board members are updated at Board meetings on any developments or changes affecting the Company and how the changes are affecting their responsibilities as Directors.

In order to ensure that Directors continue to improve their understanding on the issues faced by the Group, the Directors attended continuous professional development programmes during the year covering various topics ranging from governance, changes in statutory and regulatory requirements and industry trends. The following is a summary of professional development programs attended by Directors during the financial year ended 31 December 2018. In addition to the programs organised internally by Malaysia Airports, Directors also attended other trainings organised by third parties.

SKILL SETS REQUIRED TRAININGS

Leadership Women on Board - Values, Challenges and Managing Process

Forbes Global CEO Conference

Strategy Future Forward Forum 2018

Management/Business Khazanah Megatrends Forum 2018

Overview on Creating Shared Value

New Technologies/Digitalisation Overview on Social Media – Crisis and Issue Management

World-Class Digital Transformation & Innovation Conference 2018

Finance/Banking Credit Risk Management Banking Sector

Islamic Finance for Board of Directors’ Programme

Accounting/Auditing Adoption of Malaysian Financial Reporting Standards (MFRS) for MAHB Group and its Subsidiaries

Financial Reporting by Listed Issuers

MFRS/IFRS Technical Updates 2018

MIA Conference 2018

World Congress of Accountants 2018

Audit, Internal Control and Fraud Detection Seminar 2018

Practical Accounting Principles and Practices Series (Advanced Level)

Cyber Security, Risk and Controls


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Sustainability Skills- Social & Environmental

WECP (World Energy Cities Partnership) Collaborative Actions through Using Best Practices of Smart Sustainable Cities Towards a Vibrant Green Economy & Industry 4.0 in Cities

KWAP Inspire: Environmental Conference 2018

CIOB-CIDB Novus Youth Arena Malaysia

Governance/Integrity Training on Malaysian Code of Corporate Governance

Governance for the Audit Committee Members

Anti-Corruption Summit 2018 'Good Governance and Integrity for Sustainable Business Growth'

Procurement 7th Annual National Procurement Conference 2018 - What's New in Procurement Governance?

ProcureCon Asia 2018 - Transforming Procurement Together

Property Investment & Management

Digital Transformation Throughout the Property Lifecycle

Annual Property Developers Conference (CEO Series 2018)

The Malaysian Property Market – New Governance & Budget 2019

Property Development – Sales & Marketing Management

Construction International Construction Transformation Conference

Regulatory The Mandatory Accreditation Programme (MAP)

Anti-Money Laundering & Counter Financing of Terrorism Training for BoDs, Shariah Committee & MANCO Invest Malaysia 2018

The Malaysian Anti-Corruption Commission Amendment Act 2018

Cryptocurrency & Money Laundering Activities

Marketing/Sales/Retail/ Commercial

Overview on Foods Business Unit

Developing the Right Product and Positioning to Drive Innovative Marketing and Branding

Human Capital Management Overview on Group Human Resource

Land/Town Planning Open Dialogue with the Minister of Housing & Local Government

International/Multinational Overview on the Nestlé’s Japan Business Landscape

Overview on GOOGLE Japan and its Application to Businesses

International Forum of Sovereign Wealth Funds (IFSWF) 2018 Conference

Cainiao Global Smart Logistics Summit

IT Strategy & Governance/ICT Cyber Security Awareness

Digital Transformation Program


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Airport/Aviation ACI 10th Annual Airport Economics & Finance Conference & Exhibition

Global Airport Development World (GAD) 2018

ACI Asia-Pacific Small & Emerging Airports Seminar 2018

CAPA World Aviation Outlook Summit

ACI Airport Exchange Conference 2018

The Trinity Forum – The Global Airport Commercial Revenues Conference

Operational Excellence/Process Improvement

Overview on the Nestlé Distribution Center

Risk Management Building an Enterprise Risk Management (ERM) Framework

Board Performance Evaluation (BPE)

In 2018, the Board had appointed an independent consultant, namely Aon Hewitt Malaysia Sdn Bhd to provide independent advice in the evaluation of the Board’s effectiveness. An Evaluation Questionnaire was developed to evaluate the Board, Board Committee and individual Directors which covers the following areas:

• Board composition;• Board role and functioning;• Information management;• Corporate social responsibility;• Monitoring company's performance;• Board Committee effectiveness – General evaluation of committees;• Board priorities;• CEO performance evaluation and succession planning;• Director development and management;• Risk management; • Board committee evaluation; and• Director self/peer evaluation.

The strength and weaknesses identified from the evaluation was presented to BNRC for recommendation to the Board. The Board had further deliberated the findings of the BPE and views of each Board member, of which the findings are used as a yardstick to measure the Board’s effectiveness. This will form the basis to formulate a Board Performance Improvement Plan (BPI) for the following year. Based on the results of the BPE for year 2018, the BPI identified by the Board mainly focuses on the right team, capabilities, processes and culture. This will be monitored by the Board on a quarterly basis to determine the progress of the action plans developed by the Management.

The BPE framework is reviewed periodically to ensure that BPE analysis is able to contribute to the Board’s overall effectiveness and is part of an ongoing effort to drive continuous effectiveness of the Board and Board Committees.


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The Board is committed in conducting the performance evaluation which includes undertaking independent evaluation on the Board’s effectiveness once every three years commencing from 2018. This will enable the Board’s performance to be properly gauged to enable the Board to have a continuous improvement process.

Company Secretary

The Company Secretary plays an advisory role to the Board in relation to the Company’s Constitution, proceedings of meetings, policies and procedures and compliance with the relevant statutory and regulatory requirements, guidelines as well as the principles and recommendations of best corporate governance practices. The Board are regularly updated by the Company Secretary on changes to the relevant statutory and regulatory requirements, particularly on areas relating to the duties and responsibilities and disclosure requirements of the Directors.

The Company Secretary acts as the intermediary between Management and the Board/Board Committees whereby any proposal papers and recommendations are brought to the Board/Board Committees through the Company Secretary for deliberation and approval. Thereafter, the Company Secretary will deliver the Board’s/Board Committees’ decisions to the Management for implementation. In this process, all the governance requirements are observed and implemented by the Company Secretary to ensure transparency and accountability are adhered at all times.

The functions of the Company Secretary are as tabulated below:

FUNCTIONS OF COMPANY SECRETARY

• Responsible for advising the Directors of their duties, responsibilities and obligations to disclose their interest in securities, prohibition on dealing of securities during the closed period, restriction on disclosure of price sensitive information, disclosure of any conflict of interest and related party transaction as well as disclosure of necessary information as required under the relevant legislations.

• Assist the Board with interpreting legal and regulatory acts related to the Code, Listing Requirements of Bursa Malaysia and other related regulations and developments.

• Provide full access and services to the Board.

• Advise the Board on its responsibilities to disclose material information to the shareholders and financial markets on a timely basis.

• Notify the Chairman of any possible violations of legal and regulatory acts.

• Attend all Board, Board Committee and Shareholder meetings and ensure that all meetings are properly convened and proceedings of the Board, Board Committee, and Shareholder meetings and decisions thereof are properly recorded.

• Communicate decisions of the Board, Board Committee and Shareholder meetings to the relevant Management for necessary action and following-up on proposals or matters tabled at the Board or Board Committee meetings.

• Prepare the agenda with the Chairman and notify all Directors of Board Meetings.

• Handle Company’s share transactions and other duties as prescribed under the relevant legislations.

• Ensure execution of assessment for Directors and the Board/Board Committees.

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FUNCTIONS OF COMPANY SECRETARY

• Ensure the appointment of new Directors, re-appointment and resignation of Directors are in accordance with the relevant legislations.

• Facilitate the orientation of new Directors and provide assistance in Directors’ training and development.

• Assist the Board and the Chairman on the implementation of MCCG 2017.

• Ensure high standard of governance by keeping abreast of the latest enhancement in corporate governance and changes in the legal and regulatory framework.

• Brief new Directors on organisational structure of the Company and procedures that regulate the operations of the Board.

• Ensure availability of information required by new Directors for the proper discharge of their duties.

• Monitor compliance with the principles and recommendations of MCCG 2017 and inform the Board of any non-compliance.

The Directors have direct access to the advice and services of the Company Secretary. The Company Secretary works closely with the Management to ensure that there is timely and appropriate information flow to the Board and Board Committees and between the Board and the Management. In the performance of her duties, the Company Secretary is assisted by a dedicated team from the Company Secretarial Division.

The Company Secretary constantly keeps herself abreast and educated on the changes and developments in statutory and regulatory requirements, corporate governance and sustainability through continuous education and training. The training programmes attended by the Company Secretary in the financial year 2018 are as follows:

List of Trainings Attended by Company Secretary

• MAICSA Annual Conference 2018 : Forging Forward, New Dimensions

• A Practitioner’s Guide on Company Meetings under Companies Act 2016

• Registration of Company and its Constitution

• Key Offences under Companies Act 2016 and Interest Schemes Act 2016

• Read, Interpret and Analyse Financial Statements

• Share Registration Practical Issues

• No Par Value and Issuance of Shares and other Securities

• Khazanah Megatrends Forum 2018

• Cyber Security Awareness

• Cyber Security, Risk and Controls

• Gearing Up for Corporate Liability

• Anti-Corruption Summit 2018


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Board Remuneration

The Board remuneration structure is reviewed by benchmarking the Chairman and the Directors’ remuneration against peer companies, locally and regionally. This will in turn ensure the Board continues to provide the necessary oversight roles and mentoring out of the skills and experiences required for the effective management and operations of the Group. The calibre of the NEDs serving the Company is essential in upholding the high standards of corporate governance practised by the Group.

The Chairman and NEDs received the following fees for the financial year ended 31 December 2018:

1. MAHB

No. FEE CHAIRMAN NON-EXECUTIVE DIRECTOR

1. Directors’ Fee Monthly: RM15,000Annually: RM180,000

Monthly: RM9,000Annually: RM108,000

2. Meeting Allowance2.1 Board Meeting2.2 Board Committee Meeting

RM5,000/meetingRM4,000/meeting

RM3,000/meetingRM2,000/meeting

3. Senior Independent Director Allowance Monthly: RM1,000Annually: RM12,000

2. Subsidiaries of MAHB

No. TIER CHAIRMAN NON-EXECUTIVE DIRECTOR

Directors’ FeeFirst Tier

1. Malaysia Airports Consultancy Services Sdn Bhd (MACS)



2. Malaysia Airports (Niaga) Sdn Bhd

3. K.L. Airport Hotel Sdn Bhd

4. KLIA Aeropolis Sdn Bhd

5. Malaysia Airports International Sdn Bhd

6. Istanbul Sabiha Gokcen International Airport (ISG) and LGM Airport Operations Trade and Tourism Inc (LGM)*

Second Tier

7. Malaysia Airports Sdn Bhd



8. Malaysia Airports (Sepang) Sdn Bhd

9. Urusan Teknologi Wawasan Sdn Bhd

10. MAB Agriculture-Horticulture Sdn Bhd

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Meeting AllowanceFirst Tier

1. Malaysia Airports Consutancy Services Sdn Bhd

RM1,500 per meeting RM1,200 per meeting

2. Malaysia Airports (Niaga) Sdn Bhd

3. K.L. Airport Hotel Sdn Bhd

4. KLIA Aeropolis Sdn Bhd

5. Malaysia Airports International Sdn Bhd

6. Istanbul Sabiha Gokcen International Airport (ISG) and LGM Airport Operations Trade and Tourism Inc (LGM)*

Second Tier

7. Malaysia Airports Sdn Bhd

RM1,200 per meeting RM1,000 per meeting8. Malaysia Airports (Sepang) Sdn Bhd

9. Urusan Teknologi Wawasan Sdn Bhd

10. MAB Agriculture-Horticulture Sdn Bhd

3. Committee of MAHB’s Subsidiaries


Meeting Allowance

1. ISG and LGM* RM2,500 per meeting RM2,000 per meeting

4. Management Committee of MAHB


Meeting Allowance

1. Whistleblowing Independent Committee RM1,500 per meeting RM1,000 per meeting

* To be paid to one subsidiary only (i.e ISG).


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The details of the total remuneration of Directors for the FY2018 are summarised below:

CategorySalary, Bonus

and Other Emoluments

(RM)

Directors’ Fees Directors’ OtherEmoluments

Benefits- in-Kind

Total (RM)MAHB (a)

(RM)Subsi (b)

(RM) MAHB^ (c)

(RM)Subsi^ (d)

(RM)MAHB^^ (e)

(RM)Subsi^^ (f)

(RM)

Non-Executive Directors

Y.A.M Tan Sri Dato’ Seri Syed Anwar Jamalullail

0.00 180,000.00 0.00 166,622.00 0.00 35,200.00 0.00 381,822.00

Dato’ Sri Dr Mohmad Isa Hussain (Resigned with effect from 10 May 2018)

0.00 45,000.00 0.00 45,000.00 0.00 10,000.00 0.00 100,000.00

Mohd Shihabuddin Mukhtar (Alternate to Dato' Sri Dr Mohmad Isa) (Resigned as alternate with effect from 10 May 2018)

0.00 0.00 24,000.00 6,000.00 2,000.00 0.00 0.00 32,000.00

Datuk Ruhaizah Mohamed Rashid (Resigned with effect from 7 July 2017)

0.00 0.00 0.00 0.00 0.00 10,000.00 0.00 10,000.00

Y.M. Tunku Dato’ Mahmood Fawzy Tunku Muhiyiddin (Resigned with effect from 01 July 2017)

0.00 0.00 0.00 0.00 0.00 10,000.00 0.00 10,000.00

Datuk Siti Zauyah Md Desa (Appointed with effect from 17 October 2018)

0.00 22,354.84 0.00 14,838.00 0.00 5,568.00 0.00 42,760.84

Datuk Khairul Adib Abd Rahman

0.00 108,000.00 24,000.00 68,672.00 0.00 15,568.00 0.00 216,240.00

Dato’ Mohd Izani Ghani* 0.00 108,000.00 71,033.34 125,170.00 31,000.00 10,000.00 0.00 345,203.34

Hajah Jamilah Dato’ Hashim* 0.00 108,000.00 44,000.00 111,864.00 7,000.00 10,000.00 0.00 280,864.00

Datuk Seri Yam Kong Choy 0.00 108,000.00 124,000.00 121,838.00 32,788.50 10,000.00 0.00 396,626.50

Datuk Zalekha Hassan 0.00 108,000.00 54,000.00 155,004.00 9,690.00 10,000.00 0.00 336,694.00

Rosli Abdullah 0.00 108,000.00 116,766.67 148,917.80 48,662.00 10,350.00 0.00 432,696.47

Dato’ Ir Mohamad Husin 0.00 108,000.00 70,300.00 140,048.00 13,200.00 10,000.00 0.00 341,548.00

Datuk Azailiza Mohd Ahad 0.00 108,000.00 28,000.00 130,554.00 1,200.00 10,000.00 0.00 277,754.00

Total 0.00 1,111,354.84 556,100.01 1,234,527.80 145,540.50 156,686.00 0.00 3,204,209.15

Executive Director**

Datuk Mohd Badlisham Ghazali 1,591,870.14 0.00 0.00 0.00 0.00 86,857.04 0.00 1,678,727.18

Grand Total 1,591,870.14 1,111,354.84 556,100.01 1,233,027.80 147,040.50 243,543.04 0.00 4,882,936.33

This disclosure is for the payment made to the respective Directors in financial year 2018. * The amount of fee paid to Khazanah Nasional Berhad, the major shareholder of the Company, in respect of services rendered to the Company by Dato’ Mohd Izani

Ghani and Hajah Jamilah Dato’ Hashim. Commencing from 1 October 2018, the Director's remuneration for Hajah Jamilah Dato' Hashim has been directly paid to her due to her retirement from Khazanah Nasional Berhad.

** Being the Managing Director.^ Directors’ Other Emoluments comprises Senior Independent Director allowance, meeting allowance, car allowance0, entertainment allowance00 and out-of-

pocket expenses.^^ Benefits-in-kind comprises car00, petrol00, toll00, driver00, telecommunication devices, club00, professional membership, leave passage# and Directors’ appreciation gift.0 For Chairman only.00 For Chairman and Managing Director only.# For Managing Director only.


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In line with the provision of the Board Charter, a review of the Directors’ total remuneration shall be conducted at least once every two (2) years to ensure that remuneration levels are aligned at least at the 50th percentile of their appropriate peer group. The Board believes that the alignment of the remuneration offered to the Directors will enable the Company to continue to attract and retain individuals of the required calibre on the Board.

A review of the Directors' total remuneration has been conducted for 2019 and the review is reflected in the proposed Directors' remuneration for the period from 3 May 2019 to the next AGM in 2020 under Resolutions 2 and 3 of the AGM Notice 2019.

Senior Management Remuneration

The Board strives to ensure the Senior Management’s remuneration package is competitive to be able to attract new talents, as well as to retain existing talents. Currently, the top five Senior Management’s remuneration packages are within the range of RM50,000.00 to RM80,000.00 per month.

The Senior Management’s performance is evaluated on a yearly basis where the corporate level of Key Performance Indicators (KPIs) are set by the Board and cascaded to the Senior Management. The Senior Management’s performance is then reviewed in the middle of the year and the beginning of the following year.

EFFECTIVE AUDIT AND RISK MANAGEMENT

ACCOUNTABILITYEnsuring Quality in Financial Reporting

In presenting the annual audited financial statements and quarterly financial results to the shareholders, the Directors aim to present a balanced and comprehensive assessment of the Group’s position and prospects. The BAC assists the Board by reviewing the information disclosed and ensuring its completeness, accuracy and adequacy.

The Board is fully aware of the changes in the accounting policies with the implementation of the Malaysian Financial Reporting Standards (MFRSs) approved by the Malaysian Accounting Standards Board and has adopted the relevant MFRSs applicable for the financial year ended 31 December 2018.

The adoption of the MFRSs has changed a number of the Group’s accounting policies. The principal effects of the changes in accounting policies resulting from the above adoption are set out in the Financial Statements 2018.


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Risk Management and Internal Controls

The Board recognises the ultimate responsibility in ensuring that the Company practices a sound internal control system and the effectiveness of the internal control system is reviewed from time to time. The Board Committees have been entrusted with their respective defined functions which are aimed at supporting the Board’s oversight roles of proper implementation of corporate governance practices, audit, risk management and internal control systems. The Board is guided by the Risk Management Policy Framework to ensure effective oversight of risks and controls in the Group. The effectiveness of risk management and internal controls is continuously reviewed to ensure that they are working adequately and effectively.

The following two (2) Board Committees are primarily responsible for risk management and internal control oversight:

• Board Audit Committee

The Board Audit Committee (BAC) plays a key role in the Company’s governance structure. The BAC is positioned to rigorously challenge and ask probing questions on the Company’s financial reporting process, related party transactions and conflicts of interest, internal control, internal audit and external audit processes.

It is provided under the Terms of Reference of the BAC that the former key audit partner to observe a cooling off period of at least two (2) years before being appointed as a member of the BAC. In line with MCCG 2017, the Chairman of the BAC is not the Chairman of the Board. The BAC comprised majority of Independent Directors.

During the year, the BAC members had attended professional development courses in accounting and auditing standards to keep themselves abreast of the recent development.

The BAC report is available at pages 207 to 211 of this Report.

• Board Risk Management Committee

The Board Risk Management Committee (BRMC) was established to oversee the Company’s risk management framework and policies. The Committee is responsible to determine the Company’s level of risk tolerance and actively identify, assess and monitor key business risks to safeguard shareholders’ investments and the Company’s assets.

The Corporate Risk Management Profile of the Group and the mitigation plan for the risks are being monitored by BRMC on a quarterly basis and updated to the Board for approval. The risks are categorised into several areas namely strategic, regulatory, operational, human capital, information technology, reputational and financial.

The Statement on Risk Management and Internal Control which provides the key features of the risk management framework and an overview of the internal control system of the Company is set out on pages 196 to 206 of this Report.

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The Board’s Professionalism

Code of Ethics and Conduct

Malaysia Airports' Code of Ethics and Conduct (the Code) is intended to provide clear guidelines on permissible or non-permissible conduct in the business practices of Malaysia Airports. The Code is implemented to ensure that all employees and its representatives comply with the same standards. It shall also serve as guidelines when making judgment calls on work ethics, including in bridging and fostering close relations between the Company and its customers. The business code of conduct for the Board is subject to the statutory duties of directors under various legislative enactments, and as stipulated under the Companies Act 2016, Listing Requirements of Bursa Malaysia and Securities Commission Act.

For the financial year under review, the Board has reviewed and approved the revised Code of Ethics and Conduct which amongst others include the addition of the new provisions on travel, donation, sponsorship, political contributions, declaration of assets, conduct in social media and Certification of compliance to Code of Ethics and Conduct.

The Code applies to all employees and representatives including agents, consultants, contractors and suppliers for the Company:

Employees

All employees of Malaysia Airports are required to understand and comply with the Code, uphold the integrity of the Company and adhere to all requirements and provisions of the law in force in every country where the Company conducts its business. The employees are also required to perform their work in a manner consistent with Malaysia Airports’ policies, procedures, directives and guidelines as issued from time to time.

Line Managers

As leaders, Line Managers assume additional responsibilities of ensuring their direct reports understand and comply with the Code, promoting compliance and good ethical values via leadership by example. They should be diligently on the lookout for indications that unethical or illegal activities, malpractice or other irregularities have occurred and report the matter to the Head of Industrial Relations of Human Resources Division.

Business Partners and Suppliers

Suppliers are expected to conform to the principles and standards set out in the Code in their relationship and dealings with the Company. Violation of the Code will result in blacklisting by the Company. Meanwhile, business partners are encouraged to adopt similar principles and standards of behaviour. The Code is made available on the Company’s Corporate website: www.malaysiaairports.com.my.

In line with the intended outcome on the establishment of Code of Ethics and Conduct as stipulated in the MCCG 2017, the Board is committed in promoting good business conduct and maintaining a healthy corporate culture that engenders integrity, transparency and fairness.


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Access to Information and Advice

The Management recognises the significance of providing timely and relevant information to the Board to enable them to discharge their duties effectively.

The Board receives detailed quarterly reports from members of Management in respect of their areas of responsibility. Appropriate KPIs are used to facilitate benchmarking and peer group comparison. Financial plans, including budgets and forecasts are regularly discussed at Board meetings. Monthly reports are issued to the Board, covering financial and operational highlights.

The interaction of Board with members of the Management has been strengthened. In addition to Management’s presentations at Board meetings, Board members are also invited to attend Company events. All these measures facilitate the build-up of constructive relations and dialogue between the Board and the Management, as well as offering first-hand experience of mixing with the Group’s employees and culture.

Directors are also kept updated of any material developments from time to time through notifications and circulars detailing relevant background and explanatory information. As described above, Directors also have access to the members of the Management and employees where appropriate. Collectively, these processes ensure that the Board receives the answers and information it needs to fulfil its obligations.

Independent Professional Advice

In the performance of their duties, the Directors may seek independent professional advice at the Company’s expense. Professional advisers, consultants, auditors and solicitors appointed by the Company to advise on transactions or corporate proposals are invited to the Board meetings to brief the Board as well as to address issues of concern to the Directors.

If a Director considers that the professional independent advice is necessary, he or she shall first discuss the intention with the Chairman to bring the request to the Board for consideration. The reason for seeking independent professional advice and the proposed cost involved should be presented to the Board for approval and the Director concerned may proceed once Board’s approval is obtained.

INTEGRITY IN CORPORATE REPORTING AND RELATIONSHIP WITH SHAREHOLDERS

RELATIONS WITH SHAREHOLDERS

Disciplined measurement of our performance is an important aspect of our strategy to achieve long-term success. Recognising that we are accountable to our stakeholders, the reporting of financial and non-financial results in a transparent fashion is critical to earn the trust and confidence of the stakeholders. A number of formal communication channels are used to account to shareholders to update on the performance of the Group. These include communication through the Annual Reports, periodic announcement of financial results and press releases.

Shareholders may raise questions to the Company by contacting the Investor Relations Division.

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Investor Relations

The Company’s Investor Relations Policy enables effective communication with the shareholders, potential investors, other stakeholders and the public in general. It is intended to give them a clear picture of the Group’s performance and operations. To maintain transparency and effectively address matters and concerns raised by any parties, the Company has a dedicated an email at [email protected] to which stakeholders can direct their queries.

Malaysia Airports values transparent and coherent communication with the investment community to be consistent with commercial confidentiality and regulatory considerations. The Company’s Investor Relations Policy aims at building long-term relationships with the shareholders and potential investors through appropriate channels for the management and disclosure of information. The shareholders and potential investors are provided with sufficient information on the business, operations and financial results of the Group in order to enable them to make the correct investment decisions.

In each and every quarter during the financial year ended 31 December 2018, Malaysia Airports continued to arrange analyst briefings in conjunction with the release of the Group’s quarterly financial results. The briefings include information on the corporate overview, review of business operations and financial performance, updates on major transactions as announced to Bursa Malaysia, headline KPI achievements and the business outlook for the Group.

In addition to the above, Malaysia Airports also organises regular one-on-one meetings with investment analysts and fund managers throughout the year. The analysts and fund managers briefings will continue to be held regularly in 2019 onwards.

In line with our commitment towards corporate governance and best practice in investor relations, Malaysia Airports updates its website, www.malaysiaairports.com.my, regularly to ensure that only up-to-date information is provided to the shareholders and potential investors. The Company’s website also allows the visitors to subscribe and receive the latest information about Malaysia Airports. This will enhance transparency and facilitate effective communication with the investment community.

Corporate Disclosure Policy

Malaysia Airports is committed to ensure that shareholders and the market are provided with accurate and timely information about the Group. Therefore, the Company upholds the practice of releasing all price sensitive information to Bursa Malaysia in a timely manner as stipulated by the Listing Requirements of Bursa Malaysia. Immediately after such information is released to Bursa Malaysia, it is then released to the market and investment community at large through media releases and social media platforms, the Company’s website and other appropriate channels. Each division in Malaysia Airports is required to inform the Company Secretary on any significant event or potential price sensitive information concerning Malaysia Airports as soon as practicable the information is known.

Information via the Online Channels

Malaysia Airports employs a wide range of communication approaches such as direct communication and publication of all information relevant to the Group on its website at www.malaysiaairports.com.my.


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The Company leverages on its website and social media platforms for purposes of providing information to its shareholders, stakeholders and the investment community at large. Information on the latest news on the Group are disseminated through media releases which is also featured in 'Media Centre' section on the website. Employees will also receive updates on any important news via internal communications platform such as emails. In addition, the Company dedicates a section to the investors on its website wherein corporate presentations, Annual Reports, quarterly financial results, annual financial statements, announcements, share prices and financial information are made available. Detailed information on the Company’s investor relations activities are disclosed on pages 212 to 213 of this Annual Report.

Relationship with Institutional Shareholders

The Investor Relations team is responsible for managing the communication with institutional shareholders through briefings to fund managers and investment analysts. These activities are normally arranged after the release of the Group’s quarterly results to Bursa Malaysia. Press conferences are also held to brief the members of the media and to highlight any significant events undertaken by the Group.

Relationship with Minority Shareholders

All shareholders will receive the Annual Report of the Company every year. The shareholders can also access the latest information on the Group’s such as financial performance, group background and future events throughout the year on the Company’s website at www.malaysiaairports.com.my.

The Board acknowledges the importance that the shareholders be informed of all material information affecting the Company in a timely manner by requiring the following:

• All announcements on quarterly financial results, change in the composition of the Board, etc., are disclosed to Bursa Malaysia within statutory timelines and immediately made available on the website;

• All information released to the stakeholders is to be placed on Malaysia Airports’ website promptly following the release;

• Clear, accurate and sufficient information to enable shareholders and investors to make informed investment decisions; and

• All formal queries by Bursa Malaysia and other regulatory authorities are expeditiously responded to.

Annual General Meeting

The Board is equally interested in the concerns of the minority shareholders. The Company Secretary oversees the communication with these shareholders. The Board recognises the significance of the constructive use of AGM as an avenue for a dialogue with private shareholders based on the mutual understanding of objectives. Individual shareholders can put questions to the Chairman at the AGM. Chairmen of various Board Committees attend the AGM to respond to any questions on the activities of the Board Committees as provided under their respective terms of references.

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The Notice of AGM is circulated 28 days before the date of the meeting to enable shareholders to go through the Annual Report, adopting the Practice under Principle C: Integrity in Corporate Reporting and Meaningful Relationship with Stakeholders of MCCG 2017 and fulfilling the minimum 21-day requirement under the Companies Act 2016 and the Listing Requirements of Bursa Malaysia. The additional time given to shareholders enables them to make necessary arrangements to attend and participate either in person, by corporate representative, by proxy or to appoint an attorney to attend on their behalf.

At the commencement of the AGM, the Chairman shall inform the shareholders on the resolutions put forth for approval and explain that the voting on all the resolutions shall be by poll pursuant to the Listing Requirements of Bursa Malaysia.

To assist the shareholders in exercising their rights, the Chairman shall read out the provisions of the Constitution on the shareholders’ right to demand for a poll vote.

As guided by MCCG 2017, in facilitating greater shareholders' participation, the Board has taken proactive measure in leveraging technology in the 19th AGM held in 2018 by introducing electronic voting.

The Board will maintain good dialogue with shareholders by proactively arranging meetings, presentations and events, so as to better understand the views of the shareholders on a range of issues from strategy to corporate governance.

Shareholders are also encouraged to contact the following personnel pertaining to investor relations matters:

Lee Ain VinGeneral Manager, Corporate Finance, Investor Relations & TreasuryContact DetailsTel: 603-8777 7006Fax: 603-8777 7570E-mail: [email protected]

The profile of Lee Ai Vin is enclosed on page 150 of this Annual Report.

Whistleblowing Policy

To augment the Code of Ethics, the Company’s Whistleblowing Policy adopted by the Board, outlines when, how and to whom complaints may be made about the actual or potential corporate fraud or breach of ethics involving employees, Management or Director in the Group. It allows the whistleblower the opportunity to file complaints outside the Management line. The identity of the whistleblower is kept confidential and protection is accorded to the whistleblower against any form of reprisal or retribution. All complaints made by the whistleblowers are addressed to the Whistleblowing Independent Committee (WIC). The WIC will assess all information received and act in accordance to its terms of reference. Subsequently, the WIC will submit a report to the BAC at alternate BAC meetings.

Complaints can be channeled online at www.malaysiaairports.com.my via the Whistleblowing Programme Reporting of Concern Form, or emailed to wic [email protected], or by calling the hotline at 03-8777 7314 or 019-659 2263.


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During the year, a total of 17 concerns were received, which covered broad areas of concerns as mentioned above, and where appropriate, actions have been taken to address the concerns. Corporate Integrity

In 2018, the Malaysian Anti-Corruption Commission Act 2009 (MACC Act) was amended to incorporate, among others, a new Section 17A relating to offence by a commercial organisation or commonly known as corporate liability. In supporting the Malaysian Government’s strong determination to fight corruption, the Company as a responsible corporate citizen has organised an awareness session on corporate liability attended by the employees of the Group. The briefing was delivered by MACC to the Management personnel of Malaysia Airports. Similar awareness session has also been conducted for the Board by way of a briefing on the provisions of corporate liability by Corporate Integrity Unit of the Company.

Section 17A of the MACC Act also specifies that if a commercial organisation has adequate procedures in place to prevent an act of corruption, the commercial organisation can use it as its defence in corruption cases involving persons associated with the commercial organisation. In December 2018, the Guidelines on Adequate Procedures pursuant to Section 17A of the MACC Act was launched by the MACC to assist commercial organisations in understanding the adequate procedures that should be implemented to prevent corrupt practices. The Company strives to adopt the principles as outlined by the Guidelines to enhance its efforts in eradicating corrupt practices in the business environment it operates.

Malaysia Airports has from the beginning implemented various policies and guidelines of corporate governance and anti-corruption which aims to eliminate corruption amongst our employees and stakeholders such as Code of Ethics and Conduct, whistleblowing policy, asset declaration, no gift policy and vendor integrity pact.

Dividend Policy

The Company’s dividend policy entails the payment of dividend at a payout ratio of at least 50% of the consolidated annual net profit after taxation and minority interest commencing from the financial year 2007. Nevertheless, the actual amount and timing of the dividend payments will depend on the Company’s cash flow position, results of operations, business prospects, current and expected obligations, and such other matters as the Board may deem relevant.

Instilling Sustainability

The Board believes that sustainability is integral to the long-term success of Malaysia Airports. Malaysia Airports manages its business responsibly by managing the economic, social and environmental aspects of its operations. Malaysia Airports publishes the Sustainability Report annually to communicate on its sustainability endeavours to the stakeholders. Together with the Annual Report, which highlights the financial aspects of the business, the Sustainability Report provides a clear, comprehensive and transparent representation of the Company’s non-financial performance annually.

Further information on the Malaysia Airports' sustainability activities can be found in the Sustainability Report 2018. The Sustainability Report 2018 is also available on the Company’s website.

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The Responsibility of Management

The Board has established a main management committee, namely Executive Committee (EXCO), chaired by the Group Chief Executive Officer [Managing Director]. EXCO meetings are held on a frequent basis at least once a month to discuss and monitor the Company’s performance and operations.

The Board has adopted policies and procedures such as Procurement Policies and Procedures (3Ps) and Group Approval Limit of Authority (GALOA) which determine matters that require the Board’s approval and what can be delegated to the Board Committees or the Management, respectively.

In 2018, following an assessment on the existing GALOA which was performed by Messrs Ernst & Young, the external auditors, the GALOA has been revised to achieve the objectives of improving clarity, increasing speed as well as balancing empowerment and governance.

Indemnification of Directors and Officers

The Company’s Directors and Officers are indemnified under Directors and Officers Liability Insurance against any liability incurred in the discharge of their duties while holding office as Directors and Officers of the Company. The Directors and Officers shall not be indemnified where there is any negligence, fraud, breach of duty or breach of trust proven against them.

Related Party Transactions

The Group adopts an internal compliance framework that ensures the Company complies with the Listing Requirements of Bursa Malaysia, including requirements relating to related party transactions (RPT) and recurrent related party transactions (RRPT). The Board, through the BAC, reviews and monitors all RPT and conflicts of interest situations, if any, on a quarterly basis. A Director who has an interest in a transaction must abstain from deliberating and voting on the resolution for the transaction at the meetings of the Board, the AGM or Extraordinary General Meeting.

The Company has established procedures regarding the RPT which are summarised as follows:

• All RPTs are required to be undertaken on an arm’s length basis and on normal commercial terms which are not more favourable than those generally available to the public and other suppliers, and are not detrimental to the minority shareholders;

• All RPTs shall be reported to the BAC. Any member of the BAC, where deemed fit, may request for additional information pertaining to the transactions, including advice from independent advisers; and

• All RRPTs which are entered into pursuant to the shareholders’ mandate are recorded by the Company.

Malaysia Airports did not seek any mandate from its shareholders pertaining to RRPT during the financial year under review.


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Relationship with External Auditors

The Group’s transparent and professional relationship with the External Auditors, Messrs Ernst & Young, is primarily maintained through the BAC. The key features underlying the BAC’s relationship with the External Auditors are detailed in this Annual Report on page 209. The terms of engagement of the External Auditors are reviewed by the BAC prior to submission to the Board for approval.

The BAC works closely with the Management in assessing the suitability and independence of the External Auditors and has obtained confirmation from the External Auditors that they are and have been, independent throughout the conduct of the audit engagement.

In order to ensure full disclosure of matters, Messrs Ernst & Young are regularly invited to attend the BAC meetings as well as the AGM. For the financial year under review, two private sessions between BAC and the External Auditors were held in the absence of the Managing Director/Acting GCEO and the Management to discuss the adequacy of controls and any judgmental areas for greater exchange of views and opinions between both parties in relation to financial reporting.

In order to ensure that the External Auditors’ independence and objectivity are not compromised by the provision of non-audit services, BAC’s practice is to exclude them from providing services on merger and acquisition exercise, due diligence, management, strategic and IT consultancy, and other non-audit and non-tax-related services, unless the services offered by the External Auditors are more effective or competitively priced, and they are the expert in the field against other providers.

The fees paid or payable to the External Auditors during the financial year ended 31 December 2018 are provided in this Annual Report on page 215.

Statement of Directors’ Responsibility in Preparing the Audited Financial Statements

The Companies Act, 2016 requires the Directors to prepare financial statements for each financial year in accordance with the Financial Reporting Standards, and places responsibility on the Directors to ensure that the financial statements provide a true and fair view of the financial position of the Company and its financial performance and cash flows for the financial year. The Board is satisfied that it has met its obligation to present a balance and understandable assessment of the Company’s position in the Directors’ Report and the Audited Financial Statements as set out in the Financial Statements 2018.

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Statement on Compliance with the Listing Requirements of Bursa Malaysia in Relation to Application of Principles and Adoption of Best Practices of MCCG 2017

This Corporate Governance Overview Statement is made in compliance with Paragraphs 15.25 of the Listing Requirements of Bursa Malaysia. The Board is pleased to report to its shareholders that to the best of its knowledge, the Company is satisfied that during the financial year ended 31 December 2018, the Company had applied most of the practices laid down in MCCG 2017 and will endeavour to continuously adopt the principles set out in MCCG 2017 from time to time.

This Corporate Governance Overview Statement is made in accordance with a resolution of the Board of Directors and approved at the Board of Directors’ meeting held on 30 January 2019.

On behalf of the Board

Tan Sri Datuk Zainun AliChairman


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STATEMENT ON RISK MANAGEMENT AND INTERNAL CONTROL

Malaysia Airports in operating its business in 2018 faced various types of risks ranging from strategic, safety, finance, regulatory, operational, reputational, project, security etc. The risks are managed by ensuring adequate controls and mitigation plans are in place and ensuring improvements are made continuously.

RISK GOVERNANCE

1. The Board of Directors (The Board) is responsible and accountable in implementing a sound risk management and internal control framework in Malaysia Airports, in order to respond appropriately to business challenges for the achievement of the Group’s short and long-term objectives.

This is in pursuant to Para 15.26(b) of Bursa Malaysia Securities Berhad (BMSB) Main Market Listing Requirements and Statement on Risk Management & Internal Control: Guidelines for Directors of Public Listed Companies.

The Board Risk Management Committee (BRMC) and Board Audit Committee (BAC) are in place to promote governance, transparency and accountability towards the establishment of an appropriate control environment in Malaysia Airports, and review its adequacy and integrity on a periodic basis to ensure its effectiveness.

2. Management via the Corporate Risk Management Committee (CRMC) and Internal Audit Management Committee (IAMC) are responsible to manage agreed risk treatments and monitor risk controls directed by the respective Board Committees to provide a sustainable business environment in Malaysia Airports.

RISK MANAGEMENT AND INTERNAL CONTROL FRAMEWORK

Malaysia Airports’ risk management and internal control system is guided by ISO 31000: Risk Management - Guidelines and the COSO Framework.

CORPORATE RISK MANAGEMENT

COMMITTEE (CRMC)

INTERNAL AUDIT MANAGEMENT

COMMITTEE (IAMC)

EXECUTIVE COMMITTEE (EXCO)

BOARD AUDIT COMMITTEE (BAC)

BOARD RISK MANAGEMENT

COMMITTEE (BRMC)

BOARD OF DIRECTORS

OTHER MANAGEMENT COMMITTEES e.g.HR COMMITTEE

TECHNICAL COMMITTEEMANAGEMENT PROCUREMENT COMMITTEE

COMMERCIAL COMMITTEEINFORMATION SECURITY MANAGEMENT COMMITTEE

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INTERNAL CONTROL MODEL /THREE LINES OF DEFENCE MODEL

In implementing this framework and effective risk reporting, Malaysia Airports adheres to the Three-Lines of Defence Model as follows:

1st LINE OFDEFENCE

2nd LINE OFDEFENCE

3rd LINE OFDEFENCE

Business OperationsCorporate Office Divisions

MA (Sepang) Sdn BhdMalaysia Airports Sdn Bhd

Subsidiaries

Oversight FunctionsFinance

Human ResourceCorporate Quality Management

Airport Fire Rescue ServicesAviation Security

Risk Management

Independent AssuranceInternal AuditExternal Audit

Independent Assurance Providers

• Strategic management• Policies & procedures setting• Functional oversight

• Independent challenge and assurance

• Implement risk and internal control measures

FIRST LINE OF DEFENCE SECOND LINE OF DEFENCE THIRD LINE OF DEFENCE

• The Management and respective Divisional Heads, are the first line of defence and are accountable for all risks assigned under their respective areas of responsibility in their day-to-day business conduct.

• They are also obligated for the continuous development of risk management capabilities across the Group by implementing competency development programmes including on-boarding, on-job training and classroom training.

• The second line of defence is provided by oversight divisions that set directions, define policies, provide assurances either by audits or on-site reviews, or become gatekeepers of established controls on business processes and procedures.

• These corporate divisions are Finance, Human Resources, Corporate Quality Management, Airside Safety Management System (ASMS) Office, Airport Fire Rescue Services (AFRS), Aviation Security (AVSEC) and Risk Management.

• Internal and external audit are the third line of defence, offering independent challenge to the levels of assurance provided by business operations and oversight functions.

• As and when necessary, other independent assurance providers are engaged to perform this service.


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BackgroundOn 21 December 2016, the Cabinet of Malaysia approved in principle the extension of both MA(S) Sdn Bhd and MASB’s OA for an additional 35 years, up to the year 2069. The negotiation for the finalisation of this new OA remains in progress to date.

Risk • Uncertainty over the formalisation of the extension may delay the determination of a viable business model for

Malaysia Airports, impacting on business sustainability.• Potential non-alignment between new OA and the RAB framework slated to be finalised by MAVCOM in 2019 due

to the need to properly align User Fees determination against the aeronautical charges that are to be determined under the RAB Framework.


RISK MANAGEMENT PROCESS

UNDERSTANDING OUR KEY RISKS OF 2018

STRATEGIC

Establishing the Context

Communication &Consultation

Monitoring &Review

Risk Treatment

Risk Assessment

Risk Identification

Risk Analysis

Risk Evaluation

A. Operating Agreement (OA)

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BackgroundA Regulated Asset Base (RAB) framework whereby aeronautical charges are set to reflect projected costs depending on negotiations between Malaysia Airports and MAVCOM every three to five years.

Risk • The determination of the aeronautical charges may not accurately reflect the airports’ financial needs of the

upcoming regulatory period of three to five years.

Mitigation• Malaysia Airports is currently in discussions with MAVCOM on the design of the RAB Framework which is expected

to be introduced in 2019. The discussion includes the mechanism for charges determination which would detail out the full informational requirements to do so.

Opportunities• Enabling new investors to participate and unlocking performance with greater transparency.• Enabling pricing differentiation.

BackgroundA commercial reset strategy was commenced in 2018 to raise the retail profile of Malaysia Airports. This was cognisant of the fact that the retail mix, offerings and ambience of the airports have not changed for the past five to ten years resulting in Malaysia Airports' travel retail performance lagging behind competitors.

Risk • Incorrect strategy and/or poor strategy execution.• Missed opportunity to capitalise on high travel retail growth.• Widening of competitive gaps with regional competitors.

B. Regulated Asset Base (RAB)

C. Commercial Reset Strategy

Mitigation• Malaysia Airports is currently in discussions with the Ministry of Transport (MOT) and making good progress towards

coming to an agreement on the new OA terms in 2019. • Discussions with MAVCOM on the RAB Framework also considered any related developments in the OA negotiations.

Opportunities• Restructuring of User Fees to keep tariffs competitive.• Introduction of higher level of flexibility and mitigates risk for new airport entrants, divestments and shutdowns.


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Mitigation• Examination and validation of the strategy up to Board level.• Implementation phase to undergo due process (e.g. procurement governance process, value management).• Realignment of product categories.• Enhance/Upgrade on ambience at airports i.e. facelifts /décor etc.

Opportunities• Enabling Malaysia Airports to capitalise on Asia Pacific’s expected high growth in travel retail (11% vs 8.9% global)

between 2017-2023.• Preferred choice of premium brands hence increasing profile/margins.• Generating sales growth through e-commerce platform.


BackgroundApproval in-principle was received by the Government for KLIA land lease extension for 99 years in December 2016. However, the finalisation and execution of the KLIA Aeropolis land lease agreement with FLC remains in progress to date.

Risk • Missed opportunity to capitalise on the available land area e.g. through land monetisation/potential sublease

revenue.• Loss of opportunity to capitalise on the catalytic effects of KLIA Aeropolis cluster development e.g. potential increase

in cargo volume/freighter flights.

Mitigation• Engagements with relevant ministries, particularly the Ministry of Transport (MOT) to achieve a positive outcome.• Internally, initiatives have been put in place to operationalise KLIA Aeropolis Sdn Bhd (KASB) to ensure smooth

execution of Aeropolis initiatives once the land lease agreement is finalised.

BackgroundIncreasing challenge of processing growing passenger volumes while maintaining optimal service levels.

Risk • Environment: KLIA is a live airport and having constant ongoing works would be of concern due to possible adverse

impact on passenger comfort levels.• Technology: There is a risk of procuring short-lived technology which would be in use for only a short period of time.

Also, there is risk of technology chosen not being able to sync with existing systems in place. • Human element: Personnel may need retraining to operate the new systems in place.• Operational Efficiency: Unable to maximise efficiency and scale up to meet demands or capitalise on growth.• Loss in revenue opportunity due to inefficiency at each passenger touchpoints.

D. Execution of Aeropolis Initiatives

E. Moving Towards a Digital Airport

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BackgroundInternational expansion is part of Malaysia Airports’ Strategy and the Board’s vision to create a global brand.

Risk • Financial and sovereign exposure arising from investments abroad.

Mitigation• Establishment of framework to assess risks including the sovereign risks of the prospective territories.• To partner strong strategic and financial parties.

F. International Ventures

Mitigation• Establishing a Unified Digital Platform (Big Data Analytics, Artificial Intelligence, Intelligent Enterprise, Cyber and

Information Security).• Utilising Internet of Things (IoT) sensors capable of collecting, collating, analysing and acting on data captured.• Leverage on Industrial IoT to focus on Asset Management and Predictive Maintenance.• Implement use cases via Big Data Analytics (BDA) to improve QoS, passenger experience, operational efficiency,

and optimise revenue.• Drive culture transformation programme focusing on customer centricity across the organisation. A 'Happy Guests,

Caring Hosts' service culture transformation programme was launched on 13 December 2018.

Opportunities• Ability to utilise several initiatives under Airports 4.0 strategy to address MAVCOM Quality of Service (QOS)

requirements.

REGULATORY & COMPLIANCE

BackgroundThe Quality of Service (QoS) scheme introduced by MAVCOM covers 28 elements. (Eight (8) elements have come into effect in 2018 for KUL) which are split into four categories:

1. Passenger comfort and facilities2. Passenger and baggage flows3. Operator and staff facilities 4. Queueing times

Risk • Malaysia Airports faces potential financial penalties (5% of aeronautical revenue) following the implementation of

the QoS in the event the targets are not met.

G. Implementation of Quality of Service (QoS)


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Mitigation• Malaysia Airports is embarking on numerous projects to enable us to better respond to the elements in the QoS

such as refurbishments of critical infrastructure and systems at critical passenger touchpoints. Improvements to airport ambience is also being undertaken.

• Back-to-back commitment Service Level Agreements (SLA) with partners are also put in place.

Opportunities• Ability to capitalise on favourable QoS benchmarks to increase reputation/credibility with stakeholders.

OPERATIONAL

BackgroundAirport assets and technology need to be constantly upgraded and airport capacity needs to be increased to ensure that they are capable of handling the increased load factors with the increased number of passengers.

Risk • Breakdowns of the Aerotrain and Baggage Handling System at KLIA Main terminal.• Negative perception towards the airports.• Penalties by MAVCOM under QoS implementation.

Mitigation• Asset replacement programmes are in place on top of the planned, preventive maintenance programmes.• Optimisation programmes for airports reaching capacity.

H. Ageing Assets and Technology & Capacity Issues

BackgroundMalaysia Airports’ as the premier airport operator in Malaysia needs to ensure the safety and security of our assets and everyone on site.

Risk • Security incidents or accidents occurring at our airports and premises.

Mitigation• Malaysia Airports complies with the required safety and security requirements. Audits are also carried out by the

authorities and regulators to ensure that these are in place. Exercises such as Acts of Aggression and Aircraft Crash Practices are also carried out by the airports and authorities as part of this requirement to ensure all agencies are aware of their roles and responsibilities in the event of an incident.

I. Safety & Security

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HUMAN CAPITAL

INFORMATION TECHNOLOGY

BackgroundFinding and retaining good and high performing talents is essential in manpower planning in order to achieve optimal service delivery and meet business growth demands.

Risk • Optimal service delivery and business growth demands might be hindered.

Mitigation• Improve leadership capabilities of current line managers beyond formal classroom learning.• Development of talent bench for succession planning to ensure long-term sustainability of the company.

BackgroundIncreased cases of cyberattacks throughout the world warrants increased vigilance for Malaysia Airports as it is the custodian of the main gateways into the country.

Risk • Operational disruptions could occur in the event that our systems are compromised. This could lead to financial

penalties i.e. for missed flights, for reimbursements of missed slots etc.

BackgroundAs part of Malaysia Airports’ ethos and in-line with the amended MACC Act in 2018, there is a concerted focus on inculcating integrity into the workforce.

Risk • Possible negative public perception.

Mitigation• Constant reinforcement of promoting integrity and ethical behaviour across all levels e.g. Integrity Talks & Integrity

Pledge to/by staff.• A Whistleblowing Independent Committee that is chaired by an Independent Non-Executive Director, is set-

up whereby the governing policy is to deal with disclosure of improprieties and is applicable to all employees of the Malaysia Airports Group of Companies, external parties who have business relationships with the Group and members of the public.

• Started the journey towards implementing Anti-Bribery Management System (ABMS) certification.

J. Succession Planning

L. Global Cyber Attacks

K. Integrity


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Mitigation• Malaysia Airports has been engaging with CyberSecurity Malaysia since 2016 to conduct audits on our Cybersecurity

Programme and intensifying action plans to strengthen our cyber threat defence and response readiness.• Malaysia Airports is currently working on its Cybersecurity Acceleration Programme to implement the action plans

recommended by CyberSecurity Malaysia.


FINANCIAL

BackgroundMalaysia Airports’ rating reaffirmation is premised on its performance, with the expectations that its credit metrics will remain at levels appropriate to meet its business growth demands which would require sizeable capex in the coming years.

Risk • Higher cost of capital should the ratings be affected.

Mitigation• Malaysia Airports has been closely monitoring and managing its finances, funding and gearing ratios on a daily

basis by applying prudent practices.• Consistent communication with investors and stakeholders are done on a continuous basis to provide confidence in

maintaining its AAA/A3 ratings.

BackgroundMalaysia Airports has numerous projects ongoing at any one time. There are possibilities that at times there will be project overruns, and this has adverse implications to the company.

Risk • Major project overruns would impact the operations as well as the financials of the Group.

Mitigation• An integrated guideline for Project Management Process Cycle (PMPC) was published on 1 May 2018 and this is

adhered to prior to embarking on projects.

M. Affirmation of Positive Credit Ratings

N. Project Overruns and Variation Orders

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REPUTATION

BackgroundMalaysia Airports being a public-listed company as well as a Government-Linked Company is always under public’s scrutiny. On a daily basis there are numerous airport-related news articles, tweets, postings etc.

Risk • Impact to Malaysia Airports’ brand and, to an extent, the share price.• Impact to stakeholder relationships due to a possible misperception of Malaysia Airports being an unreliable

partner.

Mitigation• Ensure that the services provided are as per the required standard and to monitor and share positive news of the

company e.g. corporate social responsibility activities and improvements undertaken at the airports. • Constantly engage with stakeholders as most issues can be solved through close working relationships. • Ensure aggressive and proactive presence through media buys and campaigns centred around three core messages

– Service Value, Economic Value and Country’s Pride.

O. Negative Perception of the Public

OVERVIEW OF KEY RISKS OVER TIME

Below is the overview of key risks likelihood of occurrence within the short, medium and long term:

EXTREME

HIGH

MEDIUM

Short term

LOW

1 year 2 years 3 years 4 years 5 years

LEGEND:

A Operating Agreement (OA)

B Regulated Asset Base (RAB)

C Commercial Reset Strategy

D Execution of Aeropolis Initiatives

E Moving Towards a Digital Airport

F International Ventures

G Implementation of Quality of Service (QoS)

H Ageing Assets and Technology & Capacity Issues

I Safety & Security

J Succession Planning

K Integrity

L Global Cyber Attacks

M Affirmation of Positive Credit Ratings

N Project Overruns and Variation Orders

O Negative Perception of the Public

A

B

G

N I J F

M

O E H

K L C D

Medium term Long term


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ASSURANCE BY GROUP CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

In relation to the risk management process, the Group Chief Executive Officer and Chief Financial Officer to the best of their ability and knowledge confirm that the Group’s risk management and internal control system is operating adequately and effectively as at 31 December 2018.

CONCLUSION BY THE BOARD OF DIRECTORS

For the financial year under review, the Board considers the system of risk management and internal controls described in this statement to be satisfactory and has not resulted in any material loss, contingency or uncertainty, and risks are reasonably managed within the context of the Group’s business environment.

The Board and Management will continue to take measures to strengthen the control environment and monitor the health of the risk management and internal controls framework.

REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS

Pursuant to paragraph 15.23 of the Bursa Malaysia Listing Requirements, the External Auditors have reviewed this Statement for inclusion in the 2018 Annual Report of MAHB Group, and have reported to the Board that nothing has come to their attention that causes them to believe that the Statement is not prepared, in all material respects, in accordance with the disclosures required by paragraphs 41 and 42 of the Statement on Risk Management and Internal Control Guidelines for Directors of Listed Issuers, nor is the Statement factually inaccurate.

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BOARD AUDIT COMMITTEE REPORT

The function of Board Audit Committee (BAC) is to assist the Board in fulfilling its oversight responsibilities. The BAC had reviewed and evaluated the performance of External Auditors and Internal Audit Division in ensuring efficiency and effectiveness of the Company’s operations, adequacy of internal control system, compliance with established policies and procedures, transparency in decision-making process, accountability of financial and management information, and review on any related party transactions during each quarter.

MEMBERSHIP

The BAC comprises four (4) Non-Executive Directors of whom three (3) are Independent Directors. All meetings are attended by at least a quorum of three (3) members with a majority of independent members, to ensure an effective BAC whilst independence of BAC is not impeded. The membership of BAC is as follows:

Rosli bin Abdullah(Chairman)Independent Non-Executive Director

Datuk Azailiza binti Mohd AhadIndependent Non-Executive Director

Dato’ Ir Mohamad bin HusinIndependent Non-Executive Director(appointed as member w.e.f 26 January 2018)

Wong Shu HsienNon-Independent Non-Executive Director(appointed as member w.e.f 7 March 2019)

Datuk Seri Yam Kong ChoySenior Independent Non-Executive Director(resigned as member w.e.f 26 January 2018)

Dato’ Mohd Izani bin GhaniNon-Independent Non-Executive Director(resigned as member w.e.f 28 February 2019)

The Chairman of the BAC is a member of the Malaysian Institute of Accountants. The Chairman of the BAC is also the Chairman of the Audit and Risk Committee (ARC) of Istanbul Sabiha Gokcen Uluslararasi Havalimani Yatirim Yapim Ve Isletme A.S (ISG) and LGM Havalimani Isletmeleri Ticaret Ve Turizm A.S (LGM).

All members of the BAC are financially literate and have sufficient understanding of the Company’s business. Members of the BAC attended related Directors' training and continuous professional development. In addition, the BAC practices a cooling-off period of two (2) years for former audit partner before being appointed as a member of the BAC.


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ANNUAL REPORT 2018

For the financial year under review, the performance and effectiveness of the BAC has been evaluated by the Board. Having reviewed the BAC’s performance, the Board is satisfied that the BAC members had discharged their functions, duties and responsibilities in accordance with the terms of reference of the BAC.

MEETINGS

Whilst the BAC Terms of Reference requires the Committee to meet six (6) times a year, during the year under review, the BAC met eleven (11) times with the following record of attendance:

Name of Director Attendance

Rosli bin Abdullah 11/11

Dato’ Mohd Izani bin Ghani 11/11

Datuk Azailiza binti Mohd Ahad 11/11

Dato’ Ir Mohamad bin Husin 10/10

Datuk Seri Yam Kong Choy 1/1

Wong Shu Hsien -

Aside from the BAC members, attendance during the meetings include the General Manager Internal Audit and the Company Secretary, who is also the Secretary to the BAC. Representatives of Senior Management were invited to deliberate on matters related to their purview. The External Auditors’ representatives were invited to attend the meetings as and when required.

The BAC also held two (2) private discussions with the External Auditors and one (1) private discussion with Internal Audit Division without the presence of the Management.

The minutes of the BAC meetings were circulated to all members of the Main Board and material issues were discussed at the Main Board meetings.

SUMMARY OF WORK OF THE BAC AND HOW IT HAS MET ITS RESPONSIBILITY

The BAC carried out its duties in accordance with its Terms of Reference (available on the website) during the financial year ended 31 December 2018.

The main activities undertaken by the BAC were as follows:

Financial Results

• Reviewed and monitored the financial position and performance of the Group on quarterly basis. • Reviewed the quarterly financial results of the Group before recommending to the Board of Directors.• Reviewed the audited results of the Group with the External Auditors before recommending to the Board of Directors. • Ensured compliance to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, applicable

accounting standards in Malaysia, provisions of Companies Act 2016 and other legal and regulatory requirements.


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Internal Audit

• Reviewed and approved the Internal Audit Division (IAD)’s Risk-based Internal Audit Plan, budget and staffing requirements to ensure adequacy of resources, competencies and coverage on key risk areas.

• Reviewed the audit reports issued by IAD on the effectiveness and adequacy of governance, risk management, operational and compliance processes. The BAC then considered those recommendations including the Management’s responses, before proposing that the control weaknesses be rectified and recommendations for improvements be implemented.

• Reviewed follow-up reports by the IAD on the status of actions taken by the Management on recommendations suggested in the audit reports.

• Reviewed follow-up reports by the IAD on External Auditors’ findings as set out in the Management Letter and status of actions taken by the Management on issues raised by the External Auditors.

• Evaluated the performance of the IAD and recommended improvements.

External Audit

• Evaluated the performance of the External Auditors and made recommendations to the Main Board on the appointment and audit fees.

• Reviewed the External Auditor’s scope of work and audit plans for the financial year.• Reviewed with the External Auditors their Management Letter together with the management responses.

Related Party Transactions

• Reviewed and approved the related party transactions entered into by the Group, including the review and monitoring of recurrent related party transactions for which shareholders’ mandate has been granted, to determine whether the transactions are in the best interest of the Group; fair, reasonable and on arms-length commercial terms; internal control procedures are sufficient and have been complied with; and in compliance with relevant provisions of the Main Market Listing Requirements (MMLR), if any.

Annual Reporting

• Reviewed the Board Audit Committee Report and Statement of Risk Management and Internal Control for onward Board approval, for publication in the 2018 Annual Report.

Other Activities

• Deliberated all matters pertaining to whistleblowing programme, ethics, integrity, corruption, abuse of power and other scope covered under the MACC Act 2009.

• Reviewed and approved Corporate Integrity Unit (CIU)'s Annual Plan and budget.• Reviewed and approved the Key Performance Indicators and assessed the performance of the Head of CIU.• Reviewed and approved the revised Terms of Reference (TOR) of CIU and TOR of Whistleblowing Independent Committee

(WIC).


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ANNUAL REPORT 2018


• Approved the appointment of a new WIC member.• Reviewed the status reports on the whistleblowing programme and CIU activities tabled during the year. • Approved related mandatory company’s announcement to Bursa Malaysia Securities Berhad in compliance with MMLR.• Reviewed the revised BAC Terms of Reference for approval by MAHB Main Board.

SUMMARY OF WORK OF THE INTERNAL AUDIT FUNCTION

The BAC is assisted by the IAD in the discharge of their duties and responsibilities. The Internal Audit function of the Group is independent of operations and endeavours to provide independent, objective assurance and consulting services to add value and improve the Group's operations. IAD assists the Group in accomplishing its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of governance, risk management and internal control processes.

IAD uses a risk-based approach to determine the priorities of the internal audit activities, consistent with the strategies of the Group (i.e. Runway to Success 2020). The annual audit plan is reviewed periodically to cater for changes in the risk exposure and operating environment. An Audit Management System is used to enhance the effectiveness and efficiency of the audit process. Audit engagements are guided by the Committee of Sponsoring Organisations (COSO) and Control Objectives for Information and Related Technologies (COBIT) framework in ensuring IAD conforms to the Standards and deliver value-added services.

The IAD audit universe includes functions of governance, risk management and review of controls in the areas of, but not limited to corporate functions, governance & compliance, information systems, airports (operations, engineering, revenue management, safety and security) and other Subsidiaries business in aviation services, airport commercial & retail, facilities & infrastructure management, hospitality management, airport consultancy, plantation and aeropolis.

On periodic basis, IAD presented to the BAC the updates on its activities comprising key highlights of areas reviewed, follow-up of outstanding issues, progress of the 2018 Annual Audit Plan and ad hoc assignments. The Internal Audit function of subsidiaries in Turkey; ISG and LGM reports to the General Manager IAD of Malaysia Airports, and related updates on activities were presented to the ARC of ISG and LGM.

During the financial year, the Group IAD issued a total of seventy-one (71) reports inclusive of eight (8) from ISG and five (5) from LGM. There were also three (3) updates to BAC on corrective actions of follow-up audits.

Among the key areas covered during the financial year were:

Corporate: Commercial (Total Airport Experience (TAE), Revenue Management, Promotional Activities), Human Resource (Organisation Resource & Productivity, Performance Management, Recruitment, Travelling Management), Contract Management & Operations, Vendors Due Diligence, AVSEC Intelligence & Investigation, Child Care Centre.

Governance: Environment Management, Tender Management, Anti-Bribery Management System.

Finance: Corporate Finance, One-Stop Centre, Cash Management and surprise cash check at various locations.

IT: User Activity Logs, Websites, Revenue Systems IT General Controls at MYY & SBW.

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Operations: Domestic Airport Operations (PEN, MYY, SBW, AOR), Engineering (Passenger Boarding Bridge, Building Services), Operations Management, Free Commercial Zone, Airport Fire & Rescue Services, Cleaning Contract, Stock Variance, Stocktake Inventory Management, KUL VIP Fastrack, Facilities Management, Airport Consultancy Business Operations.

Out-sourcing and co-sourcing arrangements with external service firms were sought to provide specialised service and data analytics assistance as subject matter experts in complementing the internal audit function.

Others: Related Party Transactions, Investigations and special reviews on specific areas as requested by the Board, Board Committees, Management or arising from the Whistleblowing Programme.

The Internal Audit reports arising from these assignments are issued to the Management for their responses and corrective actions. The Management is responsible for ensuring that corrective actions are taken on reported weaknesses within the required time frame. The Internal Audit reports are then presented at the respective Board of Subsidiaries (where applicable) subsequent to tabling at the BAC. Internal Audit Management Committee meetings were held to debrief on the matters of concern.

As at 31 December 2018, IAD had a total of 20 auditors, made up from diverse backgrounds as follows:

Discipline No. of Internal Auditors

Percentage (%)

Accounting, Actuarial, Finance & Business 12 60

Information Technology & Business 4 20

Engineering 3 15

Operations 1 5

Total 20 100

All staff are required to disclose any relationship or conflict of interest to safeguard against impairment of objectivity and independence.

External quality assessment by a qualified independent reviewer is conducted every five years since year 2008 to ensure that audit work performed by the Internal Auditors is in line with The Institute of Internal Auditors standards. Based on the external quality assessment conducted by The IIA Malaysia in 2018, the IAD has fulfilled the key objectives in accordance with The IIA’s International Standards for the Professional Practice of Internal Auditing, with the rating of 'Generally Conform'.

For the financial year 2018, total internal audit expenditure incurred for MAHB was RM3.89 million whilst for ISG and LGM was TL544,772.5 (equivalent to EUR91,770.6 or RM434,074.7).


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ANNUAL REPORT 2018

INVESTOR RELATIONS

INVESTOR RELATIONS

At Malaysia Airports, we dedicate our efforts in continuously creating and maximising values for our esteemed shareholders. We understand the importance to continuously engage our existing shareholders and prospective investors to keep them up to date with insights, strategies, business performance and latest developments within the Group. Our comprehensive Investor Relations Programme was implemented to consistently deliver effective, timely and transparent communication with the investment community.

QUARTERLY FINANCIAL RESULTS AND ANALYST BRIEFING

Malaysia Airports organises presentations with teleconferencing facilities during quarterly financial result briefings to the media, equity and fixed income analysts as well as the fund managers. Site visits and meetings held at our facilities are also held regularly with members of the investment community, to keep them abreast with the Group’s latest developments. Our proactive Investor Relations initiatives ensure timely dissemination of relevant information to the public and investment community for better understanding of the financial, operational performance as well as key strategies of the Group.

Malaysia Airports further emphasises on timely disclosure through the circulation of investor presentation. Presentation of financial results and performance are prepared in a concise and transparent manner and are made available on our website in conjunction with the release of financial results announcement to Bursa Malaysia Securities Berhad. Hardcopies of the presentations are disseminated to participants who attended the briefings.

INVESTOR ENGAGEMENT

• One-on-one Meetings, Conference Calls and Investor Conferences

The senior management and Investor Relations teams have been actively participating in meetings and conference calls with institutional investors, fund managers, analyst and rating agencies held in Malaysia as well as abroad. We participated in over 555 meetings, conference calls and presentations organised either internally or by local and foreign research houses, as an effort to continuously reach out to a wider investor base.

The team’s efforts have not come unnoticed, as the company won best award for highest return to shareholders over three years at The Edge Billion Ringgit Club 2018. Senior Manager of Investor Relations, Zeid Abdul Razak was ranked 2nd best IR Professional in Malaysia by Institutional

Investor. Malaysia Airports was also well recognised at the 2018 Malaysia Investor Relations Association (MIRA) Awards. Among the categories which Malaysia Airports was ranked highly for were:

2nd place for Best IR Professional (Mid Cap) – Zeid Abdul Razak 9th place for Best IR Website (Mid Cap)

• Investor Relations Portal In further efforts to enhance access by various

stakeholders, the Investor Relations unit maintains an Investor Relations portal, on the company’s website, http://www.malaysiaairports.com.my. The website offers an effective communication platform with a wide range of information for shareholders, prospective investors and the general public including the key financial highlights, annual reports, financial results, investor presentation, press releases, and disclosures to Bursa Malaysia Securities Berhad.

• Investor feedback To further strengthen the relationship with the investing

community, we value their feedback or enquiries which can be communicated directly to us via our dedicated email address at [email protected].

The Investor Relations team endeavours to provide timely responses to feedback or queries by ongoing engagement and direct communication with the stakeholders.

MALAYSIA AIRPORTS CREDIT RATING

Malaysia Airports is committed towards sound financial position and robust balance sheet. In FY2018, Malaysia Airports continues to exhibit strong financial and operating fundamentals; as evident by its strong investment grade credit ratings:

Rating Agency Credit Rating

RAM AAA

Moody’s A3

Malaysia Airports is committed to maintain the above ratings, which is achieved via prudent and pragmatic capital management approach taken by the Group in the course of doing its business.

Investor Relations Contact:-Zeid Abdul Razak, Investor Relations Tel: +603 8777 7495Fax: +603 8777 7830E-Mail: [email protected]

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CONFERENCES, ROADSHOWS AND EVENTS IN 2018

4-5 JANUARYCIMB Annual Malaysia Corporate Day, Kuala Lumpur

16 JANUARYAlliance Investment Bank Corporate Day, Kuala Lumpur

23 JANUARYBursa Malaysia Invest Malaysia, Kuala Lumpur

21-22 MARCHCredit Suisse Asian Investment Conference, Hong Kong

21-25 MAYMaybank Invest Asia, London & Edinburgh

26 JULYCiti C-Suite Investor Corporate Day, Kuala Lumpur

1-2 AUGUSTUBS Non-Deal Roadshow, Melbourne & Sydney

29 AUGUSTMacquarie ASEAN Conference, Singapore

30 AUGUSTCiti Non-Deal Roadshow, Singapore

12-13 SEPTEMBERCLSA Investors’ Forum, Hong Kong

22-25 OCTOBERJP Morgan Non-Deal Roadshow, Chicago, Boston & New York

3-4 DECEMBERNomura Investment Forum, Tokyo

6 DECEMBERCiti ASEAN Top Picks Day, Kuala Lumpur

Equity Research Coverage

Affin Hwang Investment Bank Berhad JPMorgan Securities (Malaysia) Sdn. Bhd.

Alliance DBS Research Sdn. Bhd. KAF-Seagroatt & Campbell Securities Sdn. Bhd.

AmResearch Sdn. Bhd. Kenanga Investment Bank Berhad

CIMB Investment Bank Berhad Macquarie Capital Securities (Malaysia) Sdn Bhd

Citi Research Maybank Investment Bank Berhad

CLSA Limited MIDF Amanah Investment Bank Berhad

Credit Suisse Securities (Malaysia) Sdn. Bhd. Nomura Securities Malaysia Sdn. Bhd.

Deutsche Bank Equity Research RHB Research Institute Sdn. Bhd.

Goldman Sachs Global Investment Research TA Securities Holdings Berhad

Hong Leong Investment Bank Berhad UBS Securities Malaysia Sdn Bhd

The Hongkong and Shanghai Banking Corporation Ltd UOB Kay Hian Pte Ltd

Scan here for our Investor Relations

microsite


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ANNUAL REPORT 2018

DIVIDEND POLICY

Interim Dividend (sen) Final Dividend (sen) Payout Ratio (%)Financial Year Franked Single Tier Franked Single Tier

2007 4.00 13.80 50.00

2008 4.00 14.55 50.00

2009 8.00 14.90 50.00

2010 8.00 11.75 55.40

2011 8.00 12.85 0.30 50.00

2012 6.00 7.63 50.00

2013 6.00 5.78 50.00

2014 2.00 3.60 61.20

2015 4.00 4.50 58.10

2016 4.00 6.00 55.50

2017 5.00 8.00 55.10

2018 5.00 9.00 52.00

25.00

20.00

15.00

10.00

5.00

-

DP

S (s

en)

Div

iden

d Pa

yout

70%

60%

50%

40%

30%

20%

10%

0%

Interim DPS (sen) Final DPS (sen) Dividend Payout %

50%50%

4.00

13.8

0

2007

4.00

14.5

5

50%

2008

8.00

14.9

0

50%

2009

8.00

11.7

5

55%

2010

8.00

13.1

5

50%

2011

6.00

7.63

50%

2012

6.00

5.78

2013

2.00

3.60

61%

2014

4.00

4.50

58%

2015

4.00

6.00

56%

2016

8.00

5.00

55%

2017

9.00

5.00

52%

2018

4.00

2006

19%

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ADDITIONAL COMPLIANCE INFORMATION

The following information is provided in compliance with paragraph 9.25 of the Bursa Malaysia Listing Requirements.

1. STATUS OF UTILISATION OF PROCEEDS RAISED FROM CORPORATE PROPOSAL

There were no proceeds raised by the Company from any corporate proposal during the financial year ended 31 December 2018.

2. AUDIT AND NON-AUDIT FEES

The amount of audit and non-audit fees paid to the External Auditors, Messrs Ernst & Young, during the financial year ended 31 December 2018, are as follows:-

COMPANY(RM) %

GROUP(RM) %

Audit Fee 344,000 24.29 1,380,000 51.61

Non-audit Fee 1,072,000 75.71 1,294,000 48.39

Total 1,416,000 100.00 2,674,000 100.00

The nature of the services rendered for the non-audit fees incurred are corporate advisory services, review of the statement of Risk Management and Internal Control, review of the statement of User Fee, and review of GALOA.

3. MATERIAL CONTRACTS

There were no material contracts nor any contracts entered into by the Company and/or its subsidiaries involving interests of directors and/or major shareholders either subsisting as at 31 December 2018 or entered into since the end of the previous financial year ended 31 December 2017.

4. RECURRENT RELATED PARTY TRANSACTIONS OF REVENUE NATURE

There were no recurrent related party transactions of a revenue nature entered into by the Company during the financial year ended 31 December 2018.

5. EMPLOYEES SHARE OPTION SCHEME

There were no Employees Share Option Scheme granted by the Company during the financial year ended 31 December 2018.

6. CORPORATE SOCIAL RESPONSIBILITY

Please refer to our Sustainability Report 2018.

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